Common use of Issuance of Additional Shares, ADSs etc Clause in Contracts

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (a) an issuance, sale or distribution of additional Shares, (b) an offering of rights to subscribe for Shares or other Deposited Securities, (c) an issuance of securities convertible into or exchangeable for Shares, (d) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (e) an elective dividend of cash or Shares, (f) a redemption of Deposited Securities, (g) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (h) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, (i) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B) dealing with such other reasonable issues requested by the Depositary; (ii) an opinion of Belgian counsel (reasonably satisfactory to the Depositary) stating that (A) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium and (B) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1) register such transaction to the extent necessary, (2) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aa) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bb) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (a) an issuance, sale or distribution of additional Shares, (b) an offering of rights to subscribe for Shares or other Deposited Securities, (c) an issuance of securities convertible into or exchangeable for Shares, (d) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (e) an elective dividend of cash or Shares, (f) a redemption of Deposited Securities, (g) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (h) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it's own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (Ai) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (Bii) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian U.S. counsel (reasonably satisfactory to the Depositary) stating that (A) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the United States and a written opinion of Italian counsel (Breasonably satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion The Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionItaly. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1) register such transaction to the extent necessary, (2) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aa) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, Affiliate or (bb) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Hong Kong counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Hong Kong and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionHong Kong. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian the Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals approvals, if any, have been obtained in Belgiumthe Cayman Islands; and (iii) as provided, however, that the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to waive the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws requirement of such jurisdictionopinions in the event of an issuance of Shares as a bonus or compensation, share split or other similar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues reasonably requested by the Depositary; , (iib) an opinion of Belgian French counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium France and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; France and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian South African counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of South Africa and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Republic of South Africa and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactiontransaction or to endeavor to have any registration statement the Company decides to so file declared effective.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian counsel in the Cayman Islands (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Irish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Ireland and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionIreland. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessaryDepositary, the Company will furnish to the Depositary, at its it's own expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which materially affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary and consistent with then current market practice to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable United States laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at States).At the reasonable request of the Depositary where the Depositary deems it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Japanese counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionJapan. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or the Company will, at the reasonable request of the Depositary where it deems necessaryDepositary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws laws, rules or regulations of Belgium England and (B2) that all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionUnited Kingdom. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Luxembourg and/or Swedish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Luxembourg and/or Sweden and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionLuxembourg and/or Sweden. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Dutch counsel (reasonably satisfactory which may be in-house counsel to the DepositaryCompany) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations law of Belgium The Netherlands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionThe Netherlands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (including under the Securities Act, the Exchange Act, if applicable, and/or any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessaryDepositary, the Company will furnish to the Depositary, at its own expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian the Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Brazilian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Brazil and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Brazil and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) (1) stating whether or not application of such transaction to Holders and Beneficial Owners (A) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Japan counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Japan and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). The Company agrees that it shall give notice to Holders of any amendment to its Articles of Incorporation changing the number of Shares previously designated as a Unit as soon as practicable but no later than 30 days after the effective date of such change in Unit. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, provided any such corporate action is available to the holders of Shares as a class, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Kingdom of Belgium and (B2) all requisite regulatory consents and approvals have been obtained in the Kingdom of Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Luxembourg counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Luxembourg and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Luxembourg and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own the Company's expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) a written opinion of Cayman Islands counsel (satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes or has been authorized to make (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend distribution of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, Depositary at its own expense, the request of the Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian French counsel, which may be internal counsel (reasonably satisfactory to of the Depositary) Company, stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium The Republic of France and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion The Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionFrance. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessaryin other circumstances, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian counsel in the Republic of South Africa (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of South Aftica and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSouth Africa. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act Act, (iii) terminate the transaction or (3iv) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in --------------------------------------- the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Dutch counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium The Netherlands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionThe Netherlands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Bermuda counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Bermuda and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Bermuda and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any assumption, reclassification, recapitalization, reorganizationreorganization (including any spin-off), merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoingforegoing and to the extent any of the foregoing affect the ADSs or the ADR Program existing under the terms of the Deposit Agreement, or at the Company will, upon the reasonable request of the Depositary where it deems necessaryand after consultation with the Company, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Japanese counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in BelgiumJapan; provided that, for the avoidance of doubt, no such opinion shall be required where any such issuance, sale offering or distribution is to be made solely in connection with (A)(i) “Offshore Transactions” (as that term is defined in Rule 902(h) promulgated under the Securities Act) in the ordinary course of business by an Affiliate of the Company engaged in the, and as part of its, broker-dealer business, or (ii) any ordinary course of business transactions by an Affiliate of the Company that qualify for an exemption from registration under Section 4(4) of the Securities Act, or (B) an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company’s directors, executives, officers or employees, or (iii) as any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (ii) or (iii) above, the Depositary may receives, if requested, documentation reasonably requestsatisfactory to it that (x) a registration statement under the Securities Act, a written Opinion if applicable, is in effect, (y) the Commission has issued no stop orders in respect of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside such registration statement and (z) all such Shares at the time of delivery to the effect that making the transaction available to such Holders relevant employee, director or Beneficial Owners does not violate the laws officer are duly authorized, validly issued, fully paid, non-assessable, free of any transfer or voting restrictions, and free of any preemptive rights, all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in Japan in respect of such jurisdictionShares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under this Deposit Agreement. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationshas otherwise become effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Philippine counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of the Philippines and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionPhilippines. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting Meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessaryDepositary, the Company will furnish to the Depositary, at its it’s own expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support the event that any of the foregoing, or at the reasonable request of the Depositary where it deems necessaryforegoing transactions shall be made available to Holders and Beneficial Holders, the Company will furnish to the Depositary, at its own expense, Depositary upon request (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian German counsel (reasonably satisfactory to the Depositary) stating that (A) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Germany, and (B) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionGermany. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act Act, or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian counsel in the Republic of Ecuador (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of Ecuador and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionEcuador. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Irish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Ireland and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Ireland and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States), provided that no such opinion shall be required in the event of an issuance of Shares as a dividend, share split or similar free distribution of Shares. In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or Act, and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian counsel (reasonably satisfactory to the Depositary) in The Netherlands stating that (Ai) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium The Netherlands and (Bii) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionThe Netherlands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any will not, and that it will use its reasonable efforts to ensure that none of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Dutch counsel (reasonably satisfactory which may be in-house counsel to the DepositaryCompany) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations law of Belgium The Netherlands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionThe Netherlands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will not at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such AffiliateCompany, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) (1) stating whether or not application of such transaction to Holders and Beneficial Owners (A) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Japan counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Japan and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1A) register such transaction to the extent necessary, (2B) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3C) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). The Company agrees that it shall give notice to Holders of any amendment to its Articles of Incorporation changing the number of Shares previously designated as a Unit as soon as practicable but no later than two weeks after the effective date of such change in Unit. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium England and Wales and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; England and Wales, provided that no such 38 opinion shall be required where any such issuance, sale offering or distribution is to be made solely in connection with an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company's directors, executives, officers or employees, or (iii) as any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (ii) or (iii) above, the Depositary may receives, if requested, documentation reasonably requestsatisfactory to it that (x) a registration statement under the Securities Act, a written Opinion if applicable, is in effect, (y) the Commission has issued no stop orders in respect of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside such registration statement and (z) all such Shares at the time of delivery to the effect that making the transaction available to such Holders relevant employee, director or Beneficial Owners does not violate the laws officer are duly authorized, validly issued, fully paid, non-assessable, free of any transfer or voting restrictions, and free of any pre-emptive rights, all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in England and Wales in respect of such jurisdictionShares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under this Deposit Agreement. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws declared, or regulationshas otherwise become, effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without Table of Contents limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own the Company’s expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian German counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Germany and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionGermany. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited SecuritiesSecurities or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expenseupon request, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and Australia, provided that no such opinion shall be required where any such issuance, sale, offering or distribution is to be made solely in connection with an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company’s directors, executives, officers or employees, or (iii) as any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (ii) or (iii) above, the Depositary may receives, if requested, documentation reasonably requestsatisfactory to it that (x) a registration statement under the Securities Act, a written Opinion if applicable, is in effect or that no such registration statement is required, in respect of Counsel such Shares, (y) the Commission has issued no stop orders in respect of any other jurisdiction in which Holders or Beneficial Owners reside such registration statement and (z) all such Shares at the time of delivery to the effect that making the transaction available to such Holders relevant employee, director or Beneficial Owners does not violate the laws officer are duly authorized, validly issued, fully paid, non-assessable, free of any transfer or voting restrictions, and free of any pre-emptive rights, all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in Australia in respect of such jurisdictionShares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under this Deposit Agreement. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws declared, or regulationshas otherwise become, effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and and, if applicable, take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Dutch counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Netherlands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionNetherlands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Eligible Securities, (ciii) an issuance of securities convertible into or exchangeable for SharesEligible Securities, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for SharesEligible Securities, (ev) an elective dividend of cash or SharesEligible Securities, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the DepositaryDepositary a legal opinion, at its own expense, (i) a written opinion of U.S. counsel (in form and from counsels reasonably satisfactory acceptable to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B) , dealing with such other reasonable issues requested by the Depositary; (ii) an opinion of Belgian counsel (reasonably satisfactory to the Depositary) stating that (A) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium and (B) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Eligible Securities, either upon original issuance or upon a sale of Shares or other Deposited Eligible Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional SharesEligible Securities, rights to subscribe for such SharesEligible Securities, securities convertible into or exchangeable for Shares Eligible Securities or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Finnish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Finland and (B2) 50 all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionFinland. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration registration' statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any assumption, reclassification, recapitalization, reorganizationreorganization (including any spin-off), merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoingforegoing and to the extent any of the foregoing affect the ADSs or the ADR Program existing under the terms of the Deposit Agreement, or at the Company will, upon the reasonable request of the Depositary where it deems necessaryand after consultation with the Company, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Japanese counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in BelgiumJapan; provided that, for the avoidance of doubt, no such opinion shall be required where any such issuance, sale offering or distribution is to be made solely in connection with (A)(i) “Offshore Transactions” (as that term is defined in Rule 902(h) promulgated under the Securities Act) in the ordinary course of business by an Affiliate of the Company engaged in the, and as part of its, broker-dealer business, or (ii) any ordinary course of business transactions by an Affiliate of the Company that qualify for an exemption from registration under Section 4(4) of the Securities Act, or (B) an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company’s directors, executives, officers or employees, or (iii) as any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (ii) or (iii) above, the Depositary may receives, if requested, documentation reasonably requestsatisfactory to it that (x) a registration statement under the Securities Act, a written Opinion if applicable, is in effect, (y) the Commission has issued no stop orders in respect of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside such registration statement and (z) all such Shares at the time of delivery to the effect that making the transaction available to such Holders relevant employee, director or Beneficial Owners does not violate the laws officer are duly authorized, validly issued, fully paid, non assessable, free of any transfer or voting restrictions, and free of any preemptive rights, all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in Japan in respect of such jurisdictionShares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under this Deposit Agreement. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationshas otherwise become effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption or repurchase of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassificationreclassific ation, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Bermuda counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Bermuda and (B2) a written opinion of Bermuda counsel (satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionBermuda. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Bermuda counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Bermuda and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionBermuda. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian New Zealand counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium New Zealand and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; New Zealand and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian United Kingdom counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the United Kingdom and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionUnited Kingdom. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its control Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium England and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionEngland. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company --------------------------------------- agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or the Company will, at the reasonable request of the Depositary where it deems necessaryDepositary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian the Republic of India counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of India and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionIndia. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Malaysian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Malaysia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Malaysia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). The Company further agrees that neither the Company nor any of its Affiliates will at any time deposit any Shares, either upon original issuance or upon a sale of Shares previously issued and reacquired by the Company or by any such Affiliate, if such deposit will result in a violation of any limitation then in effect under Malaysian law or the listing rules of Bursa Malaysia Securities Bhd regarding the number of Shares that can be deposited under this Deposit Agreement. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian the State of Israel counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the State of Israel and (B2) all requisite regulatory consents and approvals have been obtained in Belgiumthe State of Israel; and provided that no such opinion shall be required where any such issuance, sale, offering or distribution is to be made solely in connection with an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company’s directors, officers or employees or (iii) as any Company employee benefit program, share purchase program or share option/award plan, so long as, in respect of any Shares so issued, sold, offered or distributed under clauses (i), (ii) or (iii) above, the Depositary may receives, if requested, documentation reasonably requestsatisfactory to it that (x) a registration statement under the Securities Act, a written Opinion if applicable, is in effect, (y) the Commission has issued no stop orders in respect of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside such registration statement and (z) all such Shares at the time of delivery to the effect that making relevant employee, director or officer are duly authorized, validly issued, fully paid, non-assessable, free of any transfer or voting restrictions, and free of any pre-emptive rights, all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in the transaction available to such Holders or Beneficial Owners does not violate the laws State of Israel in respect of such jurisdictionShares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under the Deposit Agreement. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Mexican counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the United Mexican States and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionUnited Mexican States. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues reasonably requested by the Depositary; , (iib) an opinion of Belgian Bermuda counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Bermuda and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Bermuda., and (iiic) an opinion of such counsel in such other jurisdiction as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Swedish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Kingdom of Sweden and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Kingdom of Sweden and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will not at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such AffiliateCompany, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (iA) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iiB) an opinion of Belgian Japanese counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionJapan. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (a) an issuance, sale or distribution of additional Shares, (b) an offering of rights to subscribe for Shares or other Deposited Securities, (c) an issuance of securities convertible into or exchangeable for Shares, (d) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (e) an elective dividend of cash or Shares, (f) a redemption of Deposited Securities, (g) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (h) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it's own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (Ai) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (Bii) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian U.S. counsel (reasonably satisfactory to the Depositary) stating that (A) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the United States and a written opinion of Thai counsel (Breasonably satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionThailand. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1) register such transaction to the extent necessary, (2) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aa) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, Affiliate or (bb) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Luxembourg counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Luxembourg and (B2) all requisite regulatory consents and approvals have been obtained in BelgiumLuxembourg; and (iii) provided, however, that no such opinions shall be required in the event of an issuance of shares as the Depositary may reasonably requesta bonus, a written Opinion of Counsel in any other jurisdiction in which Holders share split, or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionsimilar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian the Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals approvals, if any, have been obtained in Belgium; and (iii) the Cayman Islands, provided, however, that such opinion shall not be required in the event of an issuance of Shares as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside bonus to the effect that making the transaction available to such Holders Company’s employees, share split or Beneficial Owners does not violate the laws of such jurisdictionother similar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and and, if applicable, take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (under the Securities Act and/or its equivalent under any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Cayman Island counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Cayman Islands and The People's Republic of China (iii) as including the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionHong Kong Special Administrative Region). If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium England and Wales and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the United Kingdom and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (under the Securities Act, the Exchange Act and/or any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United States)U.S.) provided that no such opinion shall be required in the event of an issuance of Shares as a bonus, Share split or similar free distribution of Shares. In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Swedish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Sweden and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSweden. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any will not, and that it will use its commercially reasonable best efforts to ensure that no Affiliate of its Affiliates will the Company will, at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian German counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Germany and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Germany and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company Company, in its discretion, will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian United Kingdom counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the United Kingdom and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the United Kingdom and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (under the Securities Act and/or its equivalent under any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Swedish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Kingdom of Sweden and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Kingdom of Sweden and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Brazilian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Brazil and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionBrazil. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities issuable in such transaction are exempt from registration under laws of the Securities Act or have been registered under states of the Securities Act (and such registration statement has been declared effectiveU.S.). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactiontransaction or to endeavor to have such a registration statement declared effective.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and , if applicable, take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium The Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; The Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (under the Securities Act and/or its equivalent under any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, Depositary at its it's own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian counsel Hong Kong and Cayman Island counsels (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Hong Kong or the Cayman Islands and (B2) a written opinion of Hong Kong and Cayman Island counsels (reasonably satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; Hong Kong and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (under the Securities Act and/or its equivalent under any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it's own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Bermuda counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Bermuda, and (B2) written opinions of Bermudan and Australian counsels (reasonably satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; Bermuda and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionAustralia. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian French counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium France and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionFrance. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional SharesCUFS or Shares underlying the CUFS, (bii) an offering of rights to subscribe for CUFS, Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for CUFS or Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for CUFS or Shares, (ev) an elective dividend of cash or CUFS (or Shares), (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or assets, (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited SecuritiesSecurities or (ix) a distribution of property other than cash, CUFS, Shares or rights to purchase additional CUFS or Shares it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the DepositaryDepositary at its request, at its own the Company’s expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (B3) dealing with such other reasonable issues requested by the Depositary; (iib) an a written opinion of Belgian British Virgin Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the British Virgin Islands and (B2) all requisite regulatory and corporate consents and approvals have been obtained in Belgiumthe British Virgin Islands; and (iiic) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdictionjurisdiction as well as certificates of the Company as to such matters as the Depositary may deem necessary or appropriate in the circumstances. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares CUFS or other Deposited SecuritiesSecurities with the Custodian hereunder or Shares to be represented by CUFS with the CUFS Depositary, either upon original issuance or upon a sale of CUFS, Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Spanish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws laws, rules or regulations of Belgium the Kingdom of Spain and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Kingdom of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSpain. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction. Any other provision of this Deposit Agreement notwithstanding, in the event the Company determines that enabling or permitting Holders to participate in any distribution under Section 4.1 through 4.5, or to participate therein on the same basis as, or to make an election available to, holders of Shares would either (i) require the Company to register under the Securities Act such distribution or (ii) otherwise be unlawful and the Company elects not to pursue such registration or to make such distribution otherwise lawful, the Company shall make a public announcement in the United States market within two Business Days following the earlier of (a) the public announcement thereof in Spain or on the securities exchange on which the Shares are listed and (b) approval of the distribution by the Company’s shareholders’ meeting or board of directors, as the case may be, informing of the distribution and the fact that U.S. holders will not be entitled to participate in the distribution, or will not be entitled to participate on the same basis as, or to make an election available to, holders of Shares. Notwithstanding anything else contained in this Deposit Agreement, in the event the Company determines that a distribution under Section 4.1 through 4.5 herein does not require registration under the Securities Act or would otherwise not be unlawful, the Company agrees to request that the Depositary make such distribution available to Holders and the Company shall comply with the provisions set forth and/or referred to in Sections 4.1 through 4.5 herein, as applicable.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) a written opinion of Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionCayman Islands. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Spanish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws laws, rules or regulations of Belgium the Kingdom of Spain and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Kingdom of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSpain. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the United States Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian United Kingdom counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium and the United Kingdom, (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the United Kingdom and (iii3) as dealing with such other reasonable issues requested by the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionDepositary. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationslaws. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian counsel in Sweden (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Sweden and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSweden. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the United States Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium England and Wales and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; England and Wales and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own the Company’s expense, (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (B3) dealing with such other reasonable issues reasonably requested by the Depositary; (iib) an a written opinion of Belgian British Virgin Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the British Virgin Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgiumthe British Virgin Islands; and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals approvals, if any, have been obtained in Belgiumthe Cayman Islands; and (iii) as provided, however, that the Depositary may reasonably requestwaive the requirement to obtain such opinion in the event of an issuance of Shares as a bonus or compensation, a written Opinion of Counsel in any share split or other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionsimilar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian an Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and Australia, provided that no such opinion shall be required where any such issuance, sale, offering or distribution is to be made solely in connection with an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company’s directors, executives, officers or employees, or (iii) any Company employee benefit program, share purchase program or share option plan, so long as in respect of any Shares so issued, sold, offered or distributed under (ii) or (iii) above, the Depositary may receives documentation reasonably requestsatisfactory to it that (w) a registration statement under the Securities Act, a written Opinion if applicable, is in effect or that no such registration statement is required in respect of Counsel such Shares, (x) the Commission has issued no stop orders in respect of any other jurisdiction in which Holders or Beneficial Owners reside such registration statement and (y) all such Shares at the time of delivery to the effect that making the transaction available to such Holders relevant employee, director or Beneficial Owners does not violate the laws officer are duly authorized, validly issued, fully paid, non assessable, free of any voting restrictions, free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and free of any pre-emptive rights, all requisite permissions, consents, approvals, authorizations and others (if any) have been obtained and all requisite filings (if any) have been made in Australia in respect of such jurisdictionShares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under this Deposit Agreement and (z) the Shares being deposited are not, and the ADSs issuable on deposit will not be, Restricted Securities (except as contemplated in Section 2.14). If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional SharesCUFS or Shares underlying the CUFS, (bii) an offering of rights to subscribe for CUFS, Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for CUFS or Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for CUFS or Shares, (ev) an elective dividend of cash or CUFS (or Shares), (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Irish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Ireland and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Ireland and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction jurisdiction, including, without limitation, Australia and those jurisdictions in which Holders or Beneficial Owners owners reside to the effect that making the transaction available as to such Holders or Beneficial Owners does not violate matters as the laws of such jurisdictionDepositary may determine. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares CUFS or other Deposited SecuritiesSecurities with the Custodian hereunder or Shares to be represented by CUFS with the CUFS Depositary, either upon original issuance or upon a sale of CUFS, Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from or not subject to the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues reasonably requested by the Depositary; Depositary and (iib) an opinion of Belgian German counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Germany and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionGermany. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from or not subject to registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or, to the extent the Company is or becomes aware that any of its Affiliates Affiliates, proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Turkish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Turkey and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Turkey and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will not at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such AffiliateCompany, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates (to the extent the Company has, or should have, knowledge) proposes (ai) an issuance, sale or distribution of additional SharesShares or other securities that are or would be Deposited Securities ("ADS Securities"), (bii) an offering of rights to subscribe for Shares or other Deposited ADS Securities, (ciii) an issuance of securities convertible into or exchangeable for SharesADS Securities, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for SharesADS Securities, (ev) an elective dividend of cash or SharesADS Securities, (fvi) a redemption of Deposited ADS Securities, (gvii) a meeting of holders of Deposited ADS Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hvii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects or would affect the Deposited ADS Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed any such transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (law including, without limitation, the Investment Company Act of 1940, as amended, the Securities Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will will, if such transaction involves the deposit of Shares or other securities hereunder or an offer to Holders or Beneficial Owners, furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act (and the securities laws of the states of the United States) to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (Band the securities laws of the states of the United States) dealing with such other reasonable issues requested by the Depositary; and (iib) an opinion of Belgian counsel (reasonably satisfactory to the Depositary) in the Russian Federation stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Russian Federation and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Russian Federation. Without limiting the duty of the Company under the previous sentence, the Depositary may reasonably requestshall be entitled, a written Opinion but not required, to consult with counsel of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside its own choice at the expense of the Company and to take such action with respect to the effect that making facility created hereby as it may deem appropriate to prevent any violation by the transaction available to such Holders Depositary or Beneficial Owners does not violate any agent of the Depositary of any United States federal or state securities laws of such jurisdictionor Russian law. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities ActAct (or under the securities laws of any state of the United States), the Company will either (1i) register such transaction to the extent necessary, necessary or (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities ActAct (and the securities laws of the states of the United States). The Company shall direct the Depositary in writing to take specified, reasonable measures with respect to the acceptance for deposit of ADS Securities as shall be required to prevent any violation of the registration requirements of the Securities Act (and the securities laws of the states of the United States). The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time deposit ADS Securities hereunder unless (aaa) (i) the deposit any Shares or other Deposited Securities, either upon original issuance or upon a and sale of Shares or other Deposited such ADS Securities previously issued and reacquired by the Company or by any such Affiliate, or (bb) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in ADSs to be issued upon such transaction are exempt from registration under the Securities Act or deposit) have been registered under the Securities Act or (ii) an exemption from the registration requirements of the Securities Act is available and (b) the deposit and sale of such registration statement has been declared effective). Notwithstanding anything else contained ADS Securities will not violate, and will not cause the Depositary to be in this Deposit Agreementviolation of, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactionRussian law.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal and Japanese advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or foregoing and at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (iA) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iiB) an opinion of Belgian Japanese counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Japan and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionJapan. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Danish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Denmark and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionDenmark. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not the application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Swedish counsel (reasonably satisfactory to the Depositary) stating that (Al) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations law of Belgium Sweden and (B2) all requisite regulatory consents and approvals have been obtained in BelgiumSweden; and (iii) provided, however, in each case, that no such opinion shall be required in the event of an issuance of Shares as the Depositary may reasonably requesta bonus, a written Opinion of Counsel in any other jurisdiction in which Holders share split or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionsimilar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act (and, if applicable, the Exchange Act) or have been registered under the Securities Act (and, if applicable, the Exchange Act) and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the United Kingdom and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the United Kingdom and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes over which the Company has control commences (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or SharesShares with respect to the Deposited Securities, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxiesproxies from holders of Deposited Securities, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or that affects the Deposited Securities, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, or (ix) solely with respect to the Company, a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of Company will, if the Depositary where deems it deems necessaryreasonably necessary in order to ensure such proposed transaction does not violate such applicable laws, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Brazilian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Brazil and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionBrazil. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act or have been registered under of 1940, as amended, the Securities Exchange Act (and such registration statement has been declared effectivethe securities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian counsel in the Republic of South Africa (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of South Africa and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Republic of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSouth Africa. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) (1) stating whether or not application of such transaction to Holders and Beneficial Owners (A) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian German counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium Germany and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; Germany and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; , (iib) an opinion of Belgian Australian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Commonwealth of Australia and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; the Commonwealth of Australia and (iiic) as the Depositary may reasonably request, a written Opinion opinion of Counsel counsel in any other jurisdiction in which Holders or Beneficial Owners owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement (including under the Securities Act, the Exchange Act and/or any other applicable law) in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian English counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium United Kingdom and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionUnited Kingdom. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, foregoing or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its it’s own expense, expense (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or is exempt from the registration requirements of the Securities Act and/or (B2) dealing with such other reasonable issues requested by the Depositary; Depositary and (iib) an opinion of Belgian Spanish counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws laws, rules or regulations of Belgium the Kingdom of Spain and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably request, a written Opinion Kingdom of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionSpain. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance or assumption of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets or assets, (hviii) any assumption, reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited SecuritiesSecurities or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or and the securities laws of the states of the United StatesU.S.). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian the Cayman Islands counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Cayman Islands and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) the Cayman Islands. provided, however, that no such opinions shall be required in the event of an issuance of Shares as the Depositary may reasonably request, a written Opinion of Counsel in any other jurisdiction in which Holders bonus or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionstock split. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction (a) are exempt from registration under the Securities Act, and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective) and (b) do not violate the provision of any other applicable laws (including, without limitation, the Investment Company Act of 1940, and the securities laws of the states of the U.S. ). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (ai) an issuance, sale or distribution of additional Shares, (bii) an offering of rights to subscribe for Shares or other Deposited Securities, (ciii) an issuance of securities convertible into or exchangeable for Shares, (div) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (ev) an elective dividend of cash or Shares, (fvi) a redemption of Deposited Securities, (gvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, in each case relating to any reclassification of securities, merger, subdivision, amalgamation merger or consolidation or transfer of assets all or substantially all of assets, or (hviii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of all or substantially all assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, or at the reasonable request of the Depositary where it deems necessary, the Company will furnish to the Depositary, at its own expense, Depositary (ia) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (A1) requires a registration statement under the Securities Act to be in effect prior to making such issuance or offering available to Beneficial Owners or (2) is exempt from the registration requirements of the Securities Act and/or and (B) dealing with such other reasonable issues requested by the Depositary; (iib) an opinion of Belgian Italian counsel (reasonably satisfactory to the Depositary) stating that (A1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Belgium the Republic of Italy and (B2) all requisite regulatory consents and approvals have been obtained in Belgium; and (iii) as the Depositary may reasonably requestRepublic of Italy, provided that no such opinions shall be required in the event of the issuance of shares or a written Opinion bonus, share split or similar free distribution of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws of such jurisdictionshares event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulationseffective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (1i) register such transaction to the extent necessary, (2ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (3iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (aai) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (bbii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactiontransaction or to endeavor to have a registration statement declared effective.