Common use of Liability of the Company and the Depositary Clause in Contracts

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism or other circumstances beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of the Depositary or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liability if, to any Owner if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States The Republic of France or any other jurisdiction country or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market future, of the statuts of the Company or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, God or war or terrorism or other circumstances circumstance beyond its their control, the Depositary, its agents Depositary or the Company or any of their directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the DepositaryCompany or the Depositary or any of their directors, its employees, agents or controlling persons (as defined under the Company Securities Act of 1933) incur any liability to any Holder or other person Owner by reason of any nonperformance non-performance or delay, caused as aforesaid, aforesaid in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution or an offering pursuant to Section 4.01, 4.02, 4.03 of the Deposit Agreement, an offering or distribution pursuant to Section 4.04, or pursuant to Section 4.12 of the Deposit Agreement, such distribution or offering is not made available to certain Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering and shall allow any rights, if applicable, to lapse. The Company, its directors, employees, agents and controlling persons (as defined under the Depositary and its agents assumes Securities Act of 1933) assume no obligation and nor shall any of them be subject to no any liability under the Deposit Agreement to any Owners or this Receipt to Holders or other personsholders of Receipts, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation The Depositary, its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall any of them be subject to any liability under the Deposit Agreement to any Owners or holders of Receipts (including, without limitation, liability with respect to the validity or worth of the preceding sentenceDeposited securities), none of except that the Depositary agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or its bad faith. Neither the Depositary nor the Company nor any of their directors, employees, agents or controlling persons (as defined under the securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion their respective opinions may involve it them in expense or liability, unless indemnity satisfactory to it in its sole discretion them against all expense expenses and liability be liabilities is furnished to them as often as may be reasonably required, and the Custodians shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company nor any of their directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or inaction non-action by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares shares for deposit, any HolderOwner or holder of a receipt, or any other person believed by it them in good faith to be competent to give such advice or information. The Each of the Depositary, its the Company and their directors, employees, agents and controlling persons (as defined under the Company Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or cast, for the effect of any such vote. Notwithstanding anything vote or for the failure to have Shares denominated in registered form, provided that any such action or inaction is in good faith and in accordance with the contrary set forth in terms of the Deposit Agreement Agreement. The Depositary shall not be liable for any acts or omissions made by a Receipt, successor depositary whether in connection with a previous act or omission of the Depositary and its agents may fully respond to or in connection with any and all demands matter arising wholly after the removal or requests for information maintained by or on its behalf resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder of this Receipt, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States or any other jurisdiction country or of any governmental authority, or regulatory authority or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or . Neither the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, nor the Depositary and its agents assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsof Receipts, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithwillful misconduct. Without limitation of the preceding sentence, none of Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodians being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any (i) action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and (ii) the Company may rely and shall be protected in acting upon inability by a Holder or Beneficial Owner to benefit from any written noticedistribution, requestoffering, direction right or other document believed by them benefit which is made available to be genuine and holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to have been signed Holders of American Depositary Shares or presented by (ii) any special, consequential, indirect or punitive damages for any breach of the proper party terms of the Deposit Agreement or partiesotherwise. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or non-action is in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesgood faith. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company agrees to indemnify the Depositary and each Custodian against, and hold each of them harmless from, any inability or expense which may arise out of acts performed in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Holder or beneficial holder of any Receipt, if, by reason of any provision of any present or future lawlaw or regulation, rule, or regulation of the United States, States or the United Mexican States Kingdom or any other jurisdiction country, or of any other governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum or the Articles, or by reason of any provision of any securities exchange issued or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of distributed by the Company's charter, or any offering or distribution thereof, or by reason of any act of God, war, terrorism or other circumstances beyond its control, control the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement Agreement, or the Deposited Securities it is provided shall be done or performed; , nor shall the Depositary, its agents or the Company be obligated to do or perform any act or thing which obligation is inconsistent with the provisions of the Deposit Agreement; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder or other person beneficial holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, the Memorandum or the Articles. Each Where, by the terms of a distribution pursuant to Sections 4.01, 4.02 or 4.03 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering may not legally be made available to Holders, and the Depositary may not dispose of such distribution or offering on behalf of such Holder and its agents make the net proceeds available to such Holder, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsbeneficial holders of Receipts, except that they agree to perform such act without negligence or bad faith in the performance of their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithAgreement. Without limitation of the preceding sentence, none of Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction obligations without negligence or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth ; provided that any such action or inaction is in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsgood faith. The Company has agreed to indemnify the Depositary and the Custodian against and hold each of them harmless from, any liability or expense which may arise (a) out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents under certain circumstances and or (b) out of or in connection with the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any registration of their respective agents shall be liable to Holders or beneficial owners of interests Receipts, American Depositary Shares or Deposited Securities with the Commission or the offer or sale thereof to the public except to the extent such liability or expense arises out of information relating to the Depositary or the Custodian as the case may be furnished, in writing to the Company by the Depositary or the Custodian, as the case may be, and not materially altered or changed by the Company, expressly for use in any indirectregistration statement, specialproxy statement, punitive prospectus or consequential damagespreliminary prospectus relating to the Receipts or the Shares represented by the American Depositary Shares or omissions from such information. The Depositary indemnities contained in the preceding sentence shall not extend to any liability or expense which arises solely and its agents exclusively out of a Pre-Release (as defined in Section 2.09 of the Deposit Agreement) of a Receipt or Receipts in accordance with Section 2.09 of the Deposit Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.09 of the Deposit Agreement; provided, however, that the indemnities provided in the preceding sentence shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not be the subject of a Pre-Release, or (ii) which may own and deal arise out of any misstatement or alleged misstatement or omission or alleged omission in any class registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of securities American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the Company and its affiliates and in Receiptsforegoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor their respective directors, employees or affiliates shall incur any liability ifto any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or Sweden or any other jurisdiction country, or of any other governmental or regulatory authority authority, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or their respective directors, employees or affiliates incur any liability to any Holder Owner or other person Beneficial Owner of a Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution pursuant to Sections 4.01, 4.02 or 4.03 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and its agents make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement to Owners or this Receipt to Holders or other personsBeneficial Owners of Receipts, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation The Depositary shall not be subject to any liability with respect to the validity or worth of the preceding sentence, none of Deposited Securities. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit suit, or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner or Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and Depositary shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to , provided that any such action or nonaction is in good faith and in accordance with the contrary set forth in terms of the Deposit Agreement Agreement. The Depositary shall not be liable for any acts or omissions made by a Receipt, successor depositary whether in connection with a previous act or omission of the Depositary and its agents may fully respond to any and all demands or requests for information maintained by in connection with a matter arising wholly after the removal or on its behalf resignation of the Depositary, provided that in connection with the Deposit Agreementissue out of which such potential liability arises, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and performed its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders obligations without negligence or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receiptsbad faith while it acted as Depositary.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective officers, directors, employees, agents or affiliates shall incur any liability if, to any Owner or Holder (i) if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the articles of association or similar document of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, God or war or terrorism or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person (ii) by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the this Deposit Agreement it is provided shall or may be done or performed, or (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03, or an offering or distribution pursuant to Section 4.04, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement to the Custodian or this Receipt to Holders any agent of the Depositary or other personsthe Custodian, except under Section 5.08 of the Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the this Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the American Depositary Shares on behalf of any Deposited Securities Owner or the Receipts that in its opinion may involve it in expense Holder or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be requiredany other person. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, Each of the Depositary and its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. Neither the Company nor the Depositary shall be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. Except as otherwise provided in this Deposit Agreement, the Depositary will not release any information regarding the Company without prior written approval from the Company; provided, however, that the Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and its agents will substance of such information has not been altered or modified in any way other than by the Company. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction is in good faith. Notwithstanding anything to No disclaimer of liability under the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to Securities Act of 1933 is intended by any and all demands or requests for information maintained by or on its behalf in connection with provision of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Owner or holder of any Receipt, if by reason of any provision of any present or future law, rule, rule or regulation of the United States, the United Mexican States Kingdom or any other jurisdiction country, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism or other circumstances circumstance beyond its controlcontrol l, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company incur any liability to any Holder Owner or other person holder of a Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owner of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and its agents make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement to Owners or this Receipt to Holders or other personsholders of Receipts, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithwilfull misconduct. Without limitation The Depositary shall not be subject to any liability with respect to the validity or worth of the preceding sentence, none of Deposited Securities. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omission made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction obligations without negligence or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction is in good faith. The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, any liability or expense (including, but Notwithstanding anything to the contrary set forth in the Deposit Agreement or a any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder Owner or Holdersholder, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders Owners or beneficial owners of interests in American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in No disclaimer of liability under the Securities Act of 1933 is intended by any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall incur any liability to any Holder or other person if, by reason of any present or future law, rule, or regulation the Articles of Association of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation systemCompany, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its controlcontrol or by reason of any provision of any securities issued by the Company, or any offering or distribution thereof, the Depositary, its controlling persons or its agents or the Company Company, its controlling persons or its agents shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or obligated to do or perform any act which obligation is inconsistent with the obligations of the Deposit Agreement. Each of the Depositary, its controlling persons and its agents, the Company, the Depositary its controlling persons and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithfaith and using its reasonable judgment. Without limitation of The Depositary and the preceding sentenceCompany undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, none of and no implied covenants or obligations will be read into the Deposit Agreement against the Depositary or the Company or their respective agents. None of the Depositary, its controlling persons or its agents shall nor the Company its controlling persons or its agents will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its controlling persons and its agents and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of this paragraph (19), the Depositary and its agents will not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder of this Receipt, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States or any other jurisdiction country or of any governmental authority, or regulatory authority or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or . Neither the Company incur nor the Depositary assumes any obligation or shall be subject to any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of under the Deposit Agreement it is provided shall or may be done or performedto Holders of Receipts, or by reason except that they agree to use their best judgment and good faith in the performance of any exercise of, or failure to exercise, any discretion provided for such duties as are specifically set forth in the Deposit Agreement. Each of the Company, Neither the Depositary and its agents assumes no obligation and shall be subject to no liability under nor the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of the Depositary or its agents Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodians being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or non-action is in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesgood faith. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company agrees to indemnify the Depositary and each Custodian against, and hold each of them harmless from, any inability or expense which may arise out of acts performed in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Holder or beneficial holder of any Receipt, if, by reason of any provision of any present or future lawlaw or regulation, rule, or regulation of the United States, States or the United Mexican States Kingdom or any other jurisdiction country, or of any other governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum or the Articles, or by reason of any provision of any securities exchange issued or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of distributed by the Company's charter, or any offering or distribution thereof, or by reason of any act of God, war, terrorism or other circumstances beyond its control, control the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement Agreement, or the Deposited Securities it is provided shall be done or performed; , nor shall the Depositary, its agents or the Company be obligated to do or perform any act or thing which obligation is inconsistent with the provisions of the Deposit Agreement; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder or other person beneficial holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, the Memorandum or the Articles. Each Where, by the terms of a distribution pursuant to Sections 4.01, 4.02 or 4.03 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering may not legally be made available to Holders, and the Depositary may not dispose of such distribution or offering on behalf of such Holder and its agents make the net proceeds available to such Holder, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsbeneficial holders of Receipts, except that they agree to perform such act without negligence or bad faith in the performance of their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithAgreement. Without limitation of the preceding sentence, none of Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction obligations without negligence or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth ; provided that any such action or inaction is in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsgood faith. The Company has agreed to indemnify the Depositary and the Custodian against and hold each of them harmless from, any liability or expense which may arise (a) out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents under certain circumstances and or (b) out of or in connection with the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any registration of their respective agents shall be liable to Holders or beneficial owners of interests Receipts, American Depositary Shares or Deposited Securities with the Commission or the offer or sale thereof to the public except to the extent such liability or expense arises out of information relating to the Depositary or the Custodian as the case may be furnished, in writing to the Company by the Depositary or the Custodian, as the case may be, and not materially altered or changed by the Company, expressly for use in any indirectregistration statement, specialproxy statement, punitive prospectus or consequential damagespreliminary prospectus relating to the Receipts or the Shares represented by the American Depositary Shares or omissions from such information. The Depositary indemnities contained in the preceding sentence shall not extend to any liability or expense which arises solely and its agents exclusively out of a Pre-Release (as defined in Section 2.09 of the Deposit Agreement) of a Receipt or Receipts in accordance with Section 2.09 of the Deposit Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.09 of the Deposit Agreement; provided, however, that the indemnities provided in the preceding sentence shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not be the subject of a Pre- Release, or (ii) which may own and deal arise out of any misstatement or alleged misstatement or omission or alleged omission in any class registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of securities American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the Company and its affiliates and in Receiptsforegoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement. 20.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder or Beneficial Owner, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States India or any other jurisdiction country or jurisdiction, or of any other governmental authority, or regulatory authority or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum or Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents the Custodian or the Company shall be prevented is prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents the Custodian or the Company incur any liability to any Holder or other person Beneficial Owner by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of Neither the Company, Company nor the Depositary and its agents assumes no any obligation and nor shall either of them be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsBeneficial Owners, except that each of them agrees to use its best judgment and to act in good faith in the performance of its obligations set forth in the Deposit Agreement. The Depositary and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of against the Depositary or its agents the Company. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that GDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, Depositary and its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything Subject to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with provisions of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ReceiptsGDSs. The Company agrees to indemnify the Depositary and each Custodian against, and hold each of them harmless from, any liability or expense which may arise out of acts performed or omitted, including but not limited to any delivery by the Depositary on behalf of the Company of information regarding the Company, in accordance with the provisions of the Deposit Agreement and of the GDRs, as the same may be amended, modified or supplemented from time to time, in any such case, (i) by either the Depositary or any Custodian, except for any lability or expense arising out of the gross negligence or willful misconduct of either of them, or (ii) by the Company or any of its agents, except to the extent that such liability or expense arises out of information relating to the Depositary or to the Custodian, as the case may be, furnished in a signed writing to the Company by the Depositary expressly for use in any document relating to the GDRs evidencing the GDSs. The Depositary agrees to indemnify the Company and hold it harmless from any liability or expense which may arise out of acts performed or omitted by the Depositary or its Custodian or any of their agents due to the gross negligence or willful misconduct of either the Depositary or the Custodian or any of their agents.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability ifto any Owner or beneficial owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum or Articles of Association of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder Owner or other person beneficial owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such dividend or other distribution or offering, and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders Owners or beneficial owners of Receipts or any other personspersons other than the Depositary and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence, willful misconduct or bad faith. Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. The Depositary, the Custodian and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence against the Depositary, the Custodian or bad faiththe Company or their respective agents. Without limitation of limiting the preceding sentenceforegoing, none of neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Owner or holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written noticeobligations without negligence, request, direction willful misconduct or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote of any Deposited Securities is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or nonaction is in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement. Except as otherwise provided in the Deposit Agreement, the Depositary will not release any Holder or Holdersinformation regarding the Company without prior written approval from the Company; PROVIDED, any Receipt or Receipts or otherwise related hereto to HOWEVER, that the extent Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and substance of such information has not been altered or modified in any way other than by the Company. The Depositary agrees with the Company not to establish any unsponsored American depositary receipt program representing Shares so long as the Depositary is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsacting under the Deposit Agreement. The Company has agreed agrees to indemnify the Depositary and any Custodian and any agent of the Depositary or the Custodian appointed under the Deposit Agreement and the respective officers, directors, and employees (the "indemnified persons") against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by such indemnified persons except for any liability or expense arising out of the negligence, willful misconduct or bad faith of any of them, or (ii) by the Company or any of its agents under certain circumstances (other than the indemnified persons), and their respective officers, directors and employees authorized to act on their behalf. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release (as defined in Section 2.09 of the Deposit Agreement) except to the extent any such liability or expense would have arisen even if the Receipts or Shares involved would not have been subject to a Pre-Release. However, for the avoidance of doubt, the indemnities provided in the preceding paragraph shall apply to any such liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (a) information relating to the Depositary has agreed or any Custodian (other than the Company), as applicable, furnished to the Company in writing, and not materially changed or altered by the Company, expressly for use in any of the foregoing documents, or, (b) if such information is provided to the Company, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company under certain circumstancesCompany, its directors, employees, agents and affiliates against and hold them harmless from any liability or expense (including but not limited to the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or any Registrar or Custodian or their respective directors, employees, agents and affiliates due to their respective negligence, willful misconduct or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall as promptly as practicable (and in no event more than twenty (20) days after receipt of notice of such Proceeding) notify in writing the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely effects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and, (i) provided no conflict of interest exists as specified in subclause (b) below, and (ii) there are no other defenses available to Indemnitee, as specified in subclause (b) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, including but not limited to that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, or (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonable satisfactory to the Indemnitee. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no material adverse effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. Neither the Company nor the Depositary nor party shall have any of their respective agents liability with respect to any compromise or settlement effected without its consent, which shall not be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesunreasonably withheld. The Depositary Indemnitor shall have no obligation to indemnify and its agents may own and deal hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in any class writing, to assume the defense of securities such Proceeding. The obligations set forth in Section 5.08 of the Company Deposit Agreement shall survive the termination of the Deposit Agreement and its affiliates and in Receiptsthe succession or substitution of any indemnified person. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, or its agents agents, nor the Company or its agents shall incur any liability if, by reason of any present or future law, ruleact of God, war or regulation other circumstance beyond its control, or, in the case of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited SecuritiesDepositary and its agents, any present or future provision of the Company's charter, any act ’s By-laws or of God, war, terrorism or other circumstances beyond its controlthe securities deposited pursuant to the Deposit Agreement, the Depositary, Depositary or its agents or the Company or its agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement the Deposited Agreement, the Company’s By-laws or the Deposited Securities it is provided shall be done or performed; nor shall , or the Depositary, its agents Depositary or the Company incur any liability shall be obliged to any Holder do or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of perform any act or thing that by which is inconsistent with the terms provisions of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes assume no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding on behalf of Holders in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be liable required or (b) liability for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Each of the Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts; provided that the only obligations of the Company to the Depositary or its agents with respect to such activities shall be those owed to holders of such securities generally. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary (the “Indemnified Persons”) against any loss, liability or expense (including fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any Indemnified Person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith of such Indemnified Person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof (except to the extent such loss, liability or expense arises out of the information (or omissions from such information) relating to such Indemnified Person, furnished in writing to the Company by such Indemnified Person expressly for use in a registration statement under the Securities Act of 1933), or (c) out of or in connection with any withholding or payment of any tax levied or asserted by the Kingdom of Spain on the Depositary (other than a tax on the Depositary’s overall net income) as a result of performing its required functions as Depositary under the Deposit Agreement, which shall not operate to relieve any Holder of any liability it may have with respect thereto. Each Indemnified Person shall indemnify, defend and save harmless the Company against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of such Indemnified Person.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liability ifliability, if by reason of any provision of any present or future law, rule, regulation, fiat, order or regulation decree of the United States, the United Mexican States The Republic of France or any other jurisdiction country, or of any governmental or regulatory authority or any securities stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the provisions statuts of the Company or governing any the Deposited Securities, any present or future provision by reason of the Company's charter, any act of GodGod or war or terrorism, war, terrorism nationalization or other circumstances beyond its their control, the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performedperformed (including, without limitation, voting pursuant to Section 4.08 of the Deposit Agreement); nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) incur any liability to any Holder or other person by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or the ADRs. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or pursuant to Section 4.13 of the Deposit Agreement, such distribution or offering is not made available to certain Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering or for allowing any rights to lapse upon the terms of the Deposit Agreement. Each of the The Company, its directors, employees, agents and controlling persons (as defined under the Depositary and its agents assumes Securities Act of 1933) assume no obligation and nor shall any of them be subject to no any liability under the Deposit Agreement to Owners or this Receipt to Holders or other personsholders of Receipts, except that the Company agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation The Depositary, its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall any of them be subject to any liability under the Deposit Agreement to any Owners or holders of Receipts (including, without limitation, liability with respect to the validity or worth of the preceding sentenceDeposited Securities), none except that the Depositary agrees to perform its obligations specifically set forth in the Deposit Agreement without gross negligence or bad faith. Neither the Company nor any of its directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts which in their respective opinions may involve them in expense or liability, unless indemnity satisfactory to them against all expenses and liabilities is furnished to them as often as may be reasonably required. Neither the Depositary nor any of its directors, employees, agents or its agents controlling persons (as defined under the Securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of , and the preceding sentences, the Company Custodians shall not be under any obligation whatsoever with respect to appear insuch proceedings, prosecute or defend any action, suit or other proceeding in respect the responsibility of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory Custodians being solely to it in its sole discretion against all expense and liability be furnished as often as may be requiredthe Depositary. Neither the Depositary, nor its agents Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or inaction nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner or holder of a Receipt, or any other person believed by it them in good faith to be competent to give such advice or information. The Each of the Depositary, its the Company and their respective directors, employees, agents and controlling persons (as defined under the Company Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which any such vote is cast (provided that any such action or nonaction is in good faith) or for the effect of any such vote. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated above and/or under Section 5.09 of the Deposit Agreement. For further information about the general sale and/or purchase of securities see hxxxx://xxx.xxx.xxx. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of Section 5.03 of the Deposit Agreement, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary shall be under no obligation to inform Owners or any other holders of an interest in any ADSs about the requirements of French law, rules or regulations or any changes therein or thereto. The Depositary may rely upon instructions from the Company or the Depositary's counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs, in each case pursuant to applicable law including without limitation U.S. federal securities laws. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receiptan ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder Owner or HoldersOwners, any Receipt ADR or Receipts ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Owner or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Owners or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, or for the failure or timeliness of any notice from the Company. By holding an ADS or an interest therein, Owners and holders of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective its agents shall be liable to Holders Owners or beneficial owners of interests American Depositary Shares in ADSs for any indirect, special, punitive or consequential damages. The Depositary damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and its agents may own and deal in any class of securities regardless of the Company and its affiliates and type of action in Receiptswhich such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability ifto any Holder or beneficial owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country, or of any other governmental or regulatory authority authority, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the [Corporate Document] of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder or other person beneficial owner of a Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, such distribution or offering may not be made available to Holders of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and its agents make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsbeneficial owners of Receipts, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation The Depositary shall not be subject to any liability with respect to the validity or worth of the preceding sentence, none of Deposited Securities. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit suit, or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or beneficial owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and Depositary shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction is in good faith. Notwithstanding anything to the contrary set forth The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in the Deposit Agreement connection with a previous act or a Receipt, omission of the Depositary and its agents may fully respond to any and all demands or requests for information maintained by in connection with a matter arising wholly after the removal or on its behalf resignation of the Depositary, provided that in connection with the Deposit Agreementissue out of which such potential liability arises, any Holder the Depositary performed its obligations without negligence or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsbad faith while it acted as Depositary. The Company has agreed agrees to indemnify the Depositary Depositary, its directors, employees, agents and its agents under certain circumstances affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to, the Depositary has agreed to indemnify reasonable expenses of counsel) which may arise out of any registration with the Company under certain circumstances. Neither the Company nor the Depositary nor any Commission of their respective agents shall be liable to Holders or beneficial owners of interests Receipts, American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any indirect, special, punitive liability or consequential damages. The Depositary and its agents may own and deal in any class of securities expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and its affiliates and in Receiptsaffiliates. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder of this Receipt, if by reason of any provision of any present or future law, rule, or regulation law of the United States, States or the United Mexican States or any other jurisdiction Kingdom or of any country or of any other governmental or regulatory authority or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the Memorandum, the provisions of Articles or governing any the Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its either of their control, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or the Deposited Securities it is provided shall be done or performed; , nor shall the Depositary, its agents or the Company be obligated to do or perform any act or thing which obligation is inconsistent with the provisions of the Deposit Agreement; nor shall the Depositary or the Company incur any liability to any Holder or other person of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit AgreementAgreement the Memorandum or the Articles. Each Where, by the terms of a distribution pursuant to Sections 4.01, 4.02 or 4.03 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering may not legally be made available to Holders, and the Depositary may not dispose of such distribution or offering on behalf of such Holder and its agents make the net proceeds available to such Holder, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable to lapse. The Company assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsof Receipts, except that it agrees to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement act without gross negligence or bad faithfaith in the performance of its obligations specifically set forth in the Deposit Agreement. Without limitation The Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the preceding sentence, none Deposited Securities) except that it agrees to act without gross negligence and in good faith in the performance of its obligations specifically set forth in the Deposit Agreement. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and Depositary shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such votevote provided that any such action or non-action is in good faith. Notwithstanding anything to the contrary set forth in the Deposit Agreement The Depositary shall not be liable for any acts or omissions made by a Receipt, the successor Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf whether in connection with the Deposit Agreement, any Holder a previous act or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify omission of the Depositary and its agents under certain circumstances and or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesexercised its best judgment and good faith while it acted as Depositary. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company agrees to indemnify the Depositary, the Custodian and the Receipt Registrar against, and hold each of them harmless from, any liability or expense (including reasonable fees and expenses of counsel) which may arise (a) out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by each of the Depositary, the Custodian, or the Receipt Registrar, except for any such loss, liability or expense arising out of negligence or bad faith, or (ii) by the Company or any of its agents or (b) out of or in connection with the registration of Receipts, American Depositary Shares or Deposited Securities with the Commission or the offer or sale thereof to the public except to the extent such liability or expense arises out of information relating to the Depositary or the Custodian as the case may be, furnished in writing to the Company by the Depositary or the Custodian, as the case may be, expressly for use in any registration statement, proxy statement, prospectus or preliminary prospectus relating to the Receipts or the Shares represented by the American Depositary Shares or omissions from such information.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their directors, employees, agents or affiliates shall incur any liability ifto any Owner or holder of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States Argentine Republic or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, including NASDAQ, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future future, of the corporate charter of the Company, or by reason of any provision of the Deposited Securities or any securities issued or distributed by the Company's charter, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company or any of their directors, employees, agents or affiliates shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company incur any liability to any Holder Owner or other person holder of any Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Agreement or the corporate charter of the Company. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, because of applicable law, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and its agents make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. The Company assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders Owners or other personsholders of Receipts, except that it agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to any Owner or holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Without limitation of limiting the preceding sentencesentences, none of neither the Depositary or its agents nor the Company shall be (i) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and the DepositaryCustodian shall not be under any obligation whatsoever with respect to such proceedings, nor its agents nor the Company shall be responsibility of the Custodian being solely to the Depositary or (ii) liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositaryinformation including but not limited to, its agents and the Company may rely and shall be protected in acting any such action or nonaction based upon any written notice, request, direction or other document believed in good faith by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents will obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible and shall have no liability for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast cast, or for the effect of any such vote. Notwithstanding anything , or for any action taken or not taken with respect to the contrary set forth in the Deposit Agreement or a Receiptany such vote, provided that the Depositary and performed its agents may fully respond to any and all demands obligations without negligence or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsbad faith. The Company has agreed in the Deposit Agreement to indemnify the Depositary Depositary, its directors, employees, agents and its agents under certain circumstances affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary has agreed to indemnify or any Custodian, or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence of any of them, or (ii) by the Company or any of its directors, employees, agents and affiliates. The Deposit Agreement provides that the indemnities contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release (as defined in Section 2.09 of the Deposit Agreement) to the extent that any such liability or expense arises in connection with (a) any United States Federal, state or local income tax laws, or (b) the failure of the Depositary to deliver Deposited Securities when required under certain circumstancesthe terms of Section 2.05 of the Deposit Agreement. Neither However, the Deposit Agreement provides that the indemnities contained in the preceding paragraph shall apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian, as applicable, furnished in writing and not materially changed or altered by the Company nor the Depositary nor expressly for use in any of their respective agents shall be liable the foregoing documents, or, (ii) if such information is provided, the failure to Holders or beneficial owners state a material fact necessary to make the information provided not misleading. No disclaimer of interests American Depositary Shares for liability under the Securities Act is intended by any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither None of the Depositary, its agents nor the Company or their agents, if any, shall incur any liability to any Holder or Beneficial Owner or other person if, by reason of any present or future law, rule, or regulation the Estatutos Sociales of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation systemCompany, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company or their agents shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its their agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or Beneficial Owners or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform be performed in the Deposit Agreement without gross negligence in good faith and using its best judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or bad faith. Without limitation of obligations shall be read into the preceding sentence, none of Deposit Agreement against the Depositary or its the Company or their respective agents. None of the Depositary, the Company or their agents shall be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that this Receipt which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Beneficial Owner or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its agents and the Company and their respective agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Subject to the Deposit Agreement, the Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth vote provided that such action or non-action is taken in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither None of the Depositary, its controlling persons or its agents nor the Company shall Company, its controlling persons nor its agents, if any, will incur any liability to any Holder or other person if, by reason of any present or future law, rule, or regulation the Memorandum and Articles of Association of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation systemCompany, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company or its agents shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Depositary, its controlling persons and its agents, the Company, the Depositary its controlling persons and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence in good faith and using its reasonable judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or bad faith. Without limitation of obligations will be read into the preceding sentence, none of Deposit Agreement against the Depositary or the Company or their respective agents. None of the Depositary, its controlling persons or its agents shall nor the Company its controlling persons or its agents will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its controlling persons and its agents and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of this paragraph (19), the Depositary and its agents will not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability to any Holder or other person, if, by reason of any present or future law, rule, law or regulation of the United States, the United Mexican States Venezuela or any other jurisdiction country, or of any governmental or regulatory authority or any securities exchange exchange, including without limitation the National Association of Securities Dealers, Inc., the Bolsa de Valores de Maracaibo and the Bolsa de Valores de Caracas, or market or automated quotation system, by reason of the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or nonaction is undertaken in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesgood faith. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary appointed under the Deposit Agreement (the “indemnified persons”) against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any indemnified person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith of such indemnified person, or (ii) by the Company or any of its agents or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to such indemnified person, furnished in writing to the Company by such indemnified person expressly for use in a registration statement under the Securities Act of 1933, prospectus or preliminary prospectus (or substantially equivalent document) relating to the Shares evidenced by the American Depositary Shares. Each indemnified person shall indemnify, defend and save harmless the Company, its directors, employees, agents and affiliates against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of such indemnified person.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall will incur any liability ifto any Holder of this ADR, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States Finland or any other jurisdiction country or jurisdiction, or of any other governmental authority, or regulatory authority or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented is prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this Deposit the Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or . Neither the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, nor the Depositary and its agents assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement or this Receipt the ADRs to Holders or other personsHolders, except that each of them agrees to perform act in good faith and without negligence in the performance of such obligations duties as are specifically set forth in the Agreement. The Depositary and undertaken by it the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of against the Depositary or its agents shall the Company. Neither the Depositary nor the Company will be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that ADRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian will be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall will be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, Each of the Depositary and its agents and the Company and its agents may rely and shall will be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure Subject to carry out any instructions to vote any the provisions of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a ReceiptAgreement, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company (and its affiliates affiliates) and in ReceiptsADRs.

Liability of the Company and the Depositary. Neither the Depositary, its agents agents, nor the Company nor its agents or their respective controlling persons, if any, shall incur any liability to any Holder or Beneficial Owner or any other person (i) if, by reason of any present or future law, ruleorder of any government or agency thereof or any court, decree, regulation or regulation fiat of the United StatesMexico, the United Mexican States or any other jurisdiction country, the bylaws or similar document of any governmental or regulatory authority or any securities exchange or market or automated quotation systemthe Company, the Trust Agreement, the CPO Deed, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism or other circumstances beyond its control, the Depositary, its agents, the CPO Trustee, the Company or its agents or the Company their respective controlling persons shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person (ii) by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the this Deposit Agreement it is provided shall or may be done or performed, or ; (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement; (iv) for the inability of any Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders or Beneficial Owners, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.02, 4.03 or 4.05, or an offering or distribution pursuant to Section 4.04, or for any other reason, such distribution or offering may not be made available to Holders, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and controlling persons assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt the Receipts to Holders or Beneficial Owners or any other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Each of the Depositary and its agents and controlling persons assumes no obligation and shall be subject to no liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or any other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without negligence or bad faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or the Company or their respective agents. The Company undertakes also to cause the performance of the parties under the Trust Agreement. Without limitation of the preceding sentencepreceding, none of the Depositary Depositary, its controlling persons, its agents or the Company, its controlling persons, or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary, its agents, its controlling persons, the Company, its controlling persons, nor its agents nor the Company shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares by or on behalf of whom CPOs are presented for deposit, any Holder, Holder or Beneficial Owner or any other person believed by it or them in good faith to be competent to give such advice or information. The Each of the Depositary, its controlling persons, its agents and the Company Company, its controlling persons, and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of Section 5.03 of the Deposit Agreement, neither the Depositary and nor its agents will not shall be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any vote or failure to vote provided that such vote. Notwithstanding anything to the contrary set forth action or non-action is taken in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither None of the Depositary, its controlling persons or its agents nor the Company shall Company, its controlling persons nor its agents, 1f any, will incur any liability to any Holder or other person if, by reason of any present or future law, rule, or regulation the By-laws of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation systemCompany, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company or its agents shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Depository, its controlling persons and its agents, the Company, the Depositary its controlling persons and its agents agents, assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence in good faith and using its reasonable judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or bad faith. Without limitation of obligations will be read into the preceding sentence, none of Deposit Agreement against the Depositary or the Company or their respective agents. None of the Depositary, its controlling persons or its agents shall will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its agents controlling persons and its agents, and the Company its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of this paragraph (19), the Depositary and its agents agents, directors, officers and employees will not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of of’ any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions applicable provision of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes assume no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall will be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securitiessecurities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary appointed hereunder (the “indemnified persons”) against any loss, liability or expense (including fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any indemnified person, except to the extent that any such loss, liability or expense is due to the gross negligence or bad faith of such indemnified person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof. In no event shall the Depositary or any of its agents be liable for any indirect, special, punitive or consequential damages. In no event shall the Company or any of its agents be liable to any Holder or other third party for any indirect, special, punitive or consequential damages.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Holder or beneficial holder of thisany Receipt, if, by reason of any provision of any present or future lawlaw of anyor regulation, rule, or regulation of the United States, States or the United Mexican States Kingdom or any other jurisdiction country, or of any other governmental or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market future, of the Memorandum or automated quotation system, the provisions Articles of the Company or governing any the Deposited Securities, or by reason of any present or future provision of any securities issued or distributed by the Company's charter, or any offering or distribution thereof, or by reason of any act of God, war, terrorism or other circumstances circumstancecircumstances beyond its either of theirits control, the Depositary, its agents Depositary or the Company shall willshall be prevented prevented, delayed or forbidden from, or subjected delayed inbe subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement Agreement, or the Deposited Securities it is provided shall be done or performed; , nor shall the Depositary, its agents or the Company be obligated to do or perform any act or thing which obligation is inconsistent with the provisions of the Deposit Agreement; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder or other person beneficial holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, the Memorandum or the Articles. Each Where, by the terms of a distribution pursuant to Sections 4.01, 4.02 or 4.03 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering may not legally be made available to Holders, and the Depositary may not dispose of such distribution or offering on behalf of such Holder and its agents make the net proceeds available to such Holder, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsbeneficial holders of Receipts, except that they agree to perform such act without negligence or bad faith in the performance of their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithAgreement. Without limitation of the preceding sentence, none of Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction obligations without negligence or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth ; provided that any such action or inaction is in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsgood faith. The Company has agreed to indemnify the Depositary and the Custodian against and hold each of them harmless from, any liability or expense which may arise (a) out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents under certain circumstances or (b) out of the offer, sale or in connection with the registration with the United States Securities and Exchange Commission of Receipts, American Depositary Shares, or any Deposited Securities.Deposited Securities with the Commission or the offer or sale thereof to the public except to the extent such liability or expense arises out of information relating to the Depositary has agreed or the Custodian as the case may be furnished, in writing to indemnify the Company under certain circumstances. Neither the Company nor by the Depositary nor or the Custodian, as the case may be, and not materially altered or changed by the Company, expressly for use in any of their respective agents shall be liable registration statement, proxy statement, prospectus or preliminary prospectus relating to Holders the Receipts or beneficial owners of interests the Shares represented by the American Depositary Shares for any indirect, special, punitive or consequential damagesomissions from such information. The Depositary indemnities contained in the preceding sentence shall not extend to any liability or expense which arises solely and its agents exclusively out of a Pre-Release (as defined in Section 2.09 of the Deposit Agreement) of a Receipt or Receipts in accordance with Section 2.09 of the Deposit Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.09 of the Deposit Agreement; provided, however, that the indemnities provided in the preceding sentence shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not be the subject of a Pre-Release, or (ii) which may own and deal arise out of any misstatement or alleged misstatement or omission or alleged omission in any class registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of securities American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the Company and its affiliates and in Receiptsforegoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability ifto any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum or Articles of Association of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder Owner or other person Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such dividend or other distribution or offering, and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders Owners or Beneficial Owners of Receipts or any other personspersons other than the Depositary and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence, willful misconduct or bad faith. Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. The Depositary, the Custodian and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence against the Depositary, the Custodian or bad faiththe Company or their respective agents. Without limitation of limiting the preceding sentenceforegoing, none of neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Owner or holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written noticeobligations without negligence, request, direction willful misconduct or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote of any Deposited Securities is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or nonaction is in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement. Except as otherwise provided in the Deposit Agreement, the Depositary will not release any Holder or Holdersinformation regarding the Company without prior written approval from the Company; provided, any Receipt or Receipts or otherwise related hereto to however, that the extent Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and substance of such information has not been altered or modified in any way other than by the Company. The Depositary agrees with the Company not to establish any unsponsored American depositary receipt program representing Shares so long as the Depositary is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsacting under the Deposit Agreement. The Company has agreed agrees to indemnify the Depositary and any Custodian and any agent of the Depositary or the Custodian appointed under the Deposit Agreement and the respective officers, directors, and employees (the "indemnified persons") against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by such indemnified persons except for any liability or expense arising out of the negligence, willful misconduct or bad faith of any of them, or (ii) by the Company or any of its agents under certain circumstances (other than the indemnified persons), and their respective officers, directors and employees authorized to act on their behalf. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release (as defined in Section 2.09 of the Deposit Agreement) except to the extent any such liability or expense would have arisen even if the Receipts or Shares involved would not have been subject to a Pre-Release. However, for the avoidance of doubt, the indemnities provided in the preceding paragraph shall apply to any such liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (a) information relating to the Depositary has agreed or any Custodian (other than the Company), as applicable, furnished to the Company in writing, and not materially changed or altered by the Company, expressly for use in any of the foregoing documents, or, (b) if such information is provided to the Company, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company under certain circumstancesCompany, its directors, employees, agents and affiliates against and hold them harmless from any liability or expense (including but not limited to the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or any Registrar or Custodian or their respective directors, employees, agents and affiliates due to their respective negligence, willful misconduct or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall as promptly as practicable (and in no event more than twenty (20) days after receipt of notice of such Proceeding) notify in writing the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely effects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and, (i) provided no conflict of interest exists as specified in subclause (b) below, and (ii) there are no other defenses available to Indemnitee, as specified in subclause (b) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, including but not limited to that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, or (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonable satisfactory to the Indemnitee. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no material adverse effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. Neither the Company nor the Depositary nor party shall have any of their respective agents liability with respect to any compromise or settlement effected without its consent, which shall not be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesunreasonably withheld. The Depositary Indemnitor shall have no obligation to indemnify and its agents may own and deal hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in any class writing, to assume the defense of securities such Proceeding. The obligations set forth in Section 5.08 of the Company Deposit Agreement shall survive the termination of the Deposit Agreement and its affiliates and in Receiptsthe succession or substitution of any indemnified person. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of of' any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions applicable provision of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes assume no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall will be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securitiessecurities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary appointed hereunder (the "indemnified persons") against any loss, liability or expense (including fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any indemnified person, except to the extent that any such loss, liability or expense is due to the gross negligence or bad faith of such indemnified person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof. In no event shall the Depositary or any of its agents be liable for any indirect, special, punitive or consequential damages. In no event shall the Company or any of its agents be liable to any Holder or other third party for any indirect, special, punitive or consequential damages.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company Company, nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner of this Receipt if, by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States Italy or any other jurisdiction country or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Company's charterBy-laws, or by reason of any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates shall be prevented or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided or contemplated shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder or other person Owner by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided or contemplated shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit AgreementAgreement or the By-laws. Each of the Company, the The Depositary and its agents assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement to Owners (including, without limitation, liability with respect to the validity or this Receipt to Holders or other personsworth of the Deposited Securities), except that it agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of The Company assumes no obligation nor shall it be subject to any liability under the preceding sentenceDeposit Agreement to Owners, none of except that it agrees to perform its obligations set forth in the Deposit Agreement without negligence or bad faith. Absent the negligence or bad faith, of, respectively, the Company and the Depositary, the Company and the Depositary shall not be liable for the failure of any Owner or its agents beneficial owner of Receipts to receive any tax benefit under applicable law or tax treaties. Neither the Company nor the Depositary shall be liable for any acts or omissions of any other party in connection with any attempt to obtain any such benefit, and pursuant to the Deposit Agreement the Owners and beneficial owners of Receipts agree that they will be bound by any deadline established by the Company and the Depositary in connection with any such attempt. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any HolderOwner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and Depositary shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction is in good faith. Notwithstanding anything Subject to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary By-laws and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary shall not be liable to Owners for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary exercised its best judgment in good faith while it acted as Depositary. The Company has agreed to indemnify the Depositary and the Custodian from and against any liability or expense (including reasonable fees and expenses of counsel) which may arise out of any registration with the Commission of Receipts, ADSs or Deposited Securities or the offer or sale thereof in the United States or out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of this Receipt, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or the Custodian, except for any liability or expense arising out of the negligence or bad faith of either of them, and, except to the extent that such liability or expense arises out of information relating to the Depositary or the Custodian, as applicable, furnished in writing to the Company by the Depositary or the Custodian, as applicable, expressly for use in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the ADSs or the Shares represented thereby, or omissions from such information or (ii) by the Company or any of its agents. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely out of a Pre-Release (as defined in Section 2.09 of the Deposit Agreement) of a Receipt or Receipts and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of Shares, except to the extent any such liability or expense arises out of information relating to the Depositary or any Custodian, as applicable, furnished in writing to the Company by the Depositary or any Custodian, as applicable, and not materially changed or altered by the Company, expressly for use in any of the foregoing documents, or material omissions from such information. The Depositary agrees to indemnify the Company and to hold it harmless from any liability or expense (including fees and expenses of counsel) which may arise out of acts performed or omitted to be performed by the Depositary or Custodian due to their negligence or bad faith. Any person seeking indemnification under the Deposit Agreement (an "Indemnified Person") shall notify the person from whom it is seeking indemnification (the "Indemnifying Person") of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement and shall consult in good faith with the Indemnifying Person as to the conduct of the defense of such action or claim, which defense shall be reasonable under the circumstances. No Indemnifying Person shall compromise or settle any action or claim without the consent in writing of the Indemnified Person. The obligations set forth in Section 5.08 of the Deposit Agreement shall survive the termination of the Deposit Agreement and the succession or substitution of any person indemnified thereby. No disclaimer of liability under the federal securities laws of the United States, including without limitation, the Securities Act of 1933, is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall incur any liability to any Holder or Beneficial Owners or any other person, if, by reason of any provision of any present or future law, rule, law or regulation of the United States, the Jersey, The United Mexican States Kingdom or any other jurisdiction country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the provisions Memorandum and Articles of Association of the Company or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances beyond its controlcontrol (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), the Depositary, its controlling persons or its agents or the Company or its agents shall be prevented or forbidden from, from or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its controlling persons or its agents or the Company Company, its controlling person or its agents incur any liability to any Holder or other person by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities. Where, by the terms of a distribution pursuant to Sections 4.02, 4.03, 4.04 or 4.05 of the Deposit Agreement, or an offering or distribution pursuant to Sections 4.06, 4.10 or 5.07 of the Deposit Agreement or in the Memorandum and Articles of Association of the Company, or for any other reason, such distribution or offering may not be made available to Holders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any such rights, if applicable, to lapse. The Depositary and the Company shall be entitled to rely upon any written notice, request or other document it believes to be genuine and to have been signed or presented by the proper party or parties without liability under the Deposit Agreement. Neither the Depositary nor the Company shall have any obligation to perform any act inconsistent with the terms of the Deposit Agreement and the Depositary and the Company disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. Each of the CompanyCompany and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or any ADRs to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith and using its reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt any ADRs to Holders or other personspersons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that each of the Depositary and its agents agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentenceforegoing, none neither the Depositary, its controlling persons, nor any of its agents, nor the Depositary or Company, its controlling persons nor any of its agents shall be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), nor its agents nor the Company shall be or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents controlling persons, its agents, any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction request or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any vote, provided that any such vote. Notwithstanding anything to action or omission is in good faith and in accordance with the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with terms of the Deposit Agreement, . No disclaimer of liability under the Securities Act is intended by any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective officers, directors, employees, agents or affiliates shall incur any liability ifto any Owner or beneficial owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States Brazil or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the By-laws of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective officers, directors, employees, agents or affiliates incur any liability to any Holder Owner or other person beneficial owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such dividend or other distribution or offering, and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders Owners or beneficial owners of Receipts or any other personspersons other than the Depositary and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement or the Receipts to any Owner or beneficial owner of a Receipt or any other persons other than the Company (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary, the Custodian and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence against the Depositary, the Custodian or bad faiththe Company or their respective agents. Without limitation of limiting the preceding sentenceforegoing, none of neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and the Custodian shall not be under any obligation whatsoever with respect to such proceedings as the Custodian is solely responsible to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Owner or holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, Each of the Depositary and its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents will obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote of any Deposited Securities is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or nonaction is in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement. Except as otherwise provided in the Deposit Agreement, the Depositary will not release any Holder or Holdersinformation regarding the Company without prior written approval from the Company; provided, any Receipt or Receipts or otherwise related hereto to however, that the extent Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and substance of such information has not been altered or modified in any way other than by the Company. The Depositary agrees with the Company not to establish any unsponsored American depositary receipt program representing Shares so long as the Depositary is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsacting under the Deposit Agreement. The Company has agreed agrees to indemnify the Depositary and the Custodian and any agent of the Depositary or the Custodian appointed under the Deposit Agreement and the respective officers, directors, and employees thereof (the "indemnified persons") against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by such indemnified persons except for any liability or expense arising out of the negligence or bad faith of any of them, or (ii) by the Company or any of its agents under certain circumstances (other than the indemnified persons), and their respective officers, directors and employees authorized to act on their behalf. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.09 of the Deposit Agreement) of a Receipt or Receipts in accordance with Section 2.09 of the Deposit Agreement and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.09 of the Deposit Agreement; provided, however, that the indemnities provided in the preceding paragraph shall apply to any liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary has agreed or the Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company under certain circumstancesCompany, its officers, its directors, employees, agents and affiliates against and hold them harmless from any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or any Registrar or Custodian or their respective officers, directors, employees, agents and affiliates due to their respective negligence or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall as promptly as practicable (and in no event more than twenty (20) days after receipt of notice of such Proceeding) notify in writing the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as described in subclause (b) below, or there are no other defenses available to Indemnitee as specified in subclause (b) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, including but not limited to that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, or (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no material adverse effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. Neither the Company nor the Depositary nor party shall have any of their respective agents liability with respect to any compromise or settlement effected without its consent, which shall not be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesunreasonably withheld. The Depositary Indemnitor shall have no obligation to indemnify and its agents may own and deal hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in any class writing, to assume the defense of securities such Proceeding. The obligations set forth in Section 5.08 of the Company Deposit Agreement shall survive the termination of the Deposit Agreement and its affiliates and in Receiptsthe succession or substitution of any indemnified person. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder or Beneficial Owner, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States India or any other jurisdiction country or jurisdiction, or of any other governmental authority, or regulatory authority or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum or Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents the Custodian or the Company shall be prevented is prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents the Custodian or the Company incur any liability to any Holder or other person Beneficial Owner by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of Neither the Company, Company nor the Depositary and its agents assumes no any obligation and nor shall either of them be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsBeneficial Owners, except that each of them agrees to use its best judgment and to act in good faith in the performance of its obligations set forth in the Deposit Agreement. The Depositary and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of against the Depositary or its agents the Company. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that GDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, Depositary and its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything Subject to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with provisions of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ReceiptsGDSs. The Company agrees to indemnify the Depositary and each Custodian against, and hold each of them harmless from, any liability or expense which may arise out of acts performed or omitted, including but not limited to any delivery by the Depositary on behalf of the Company of information regarding the Company, in accordance with the provisions of the Deposit Agreement and of the GDRs, as the same may be amended, modified or supplemented from time to time, in any such case, (i) by either the Depositary or any Custodian, except for any liability or expense arising out of the gross negligence or willful misconduct of either of them, or (ii) by the Company or any of its agents, except to the extent that such liability or expense arises out of information relating to the Depositary or to the Custodian, as the case may be, furnished in a signed writing to the Company by the Depositary expressly for use in any document relating to the GDRs evidencing the GDSs. The Depositary agrees to indemnify the Company and hold it harmless from any liability or expense which may arise out of acts performed or omitted by the Depositary or its Custodian or any of their agents due to the gross negligence or willful misconduct of either the Depositary or the Custodian or any of their agents.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall incur any liability to any Holder or Beneficial Owners or any other person, if, by reason of any provision of any present or future law, rule, law or regulation of the United States, the Jersey, The United Mexican States Kingdom or any other jurisdiction country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the provisions Memorandum and Articles of Association of the Company or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances beyond its controlcontrol (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), the Depositary, its controlling persons or its agents or the Company or its agents shall be prevented or forbidden from, from or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its controlling persons or its agents or the Company Company, its controlling person or its agents incur any liability to any Holder or other person by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities. Where, by the terms of a distribution pursuant to Sections 4.02, 4.03, 4.04 or 4.05 of the Deposit Agreement, or an offexxxx xx xxxxxxxxxxxx xxxsuant to Sections 4.06, 4.10 or 5.07 of the Deposit Agreement or in the Memorandum and Articles of Association of the Company, or for any other reason, such distribution or offering may not be made available to Holders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any such rights, if applicable, to lapse. The Depositary and the Company shall be entitled to rely upon any written notice, request or other document it believes to be genuine and to have been signed or presented by the proper party or parties without liability under the Deposit Agreement. Neither the Depositary nor the Company shall have any obligation to perform any act inconsistent with the terms of the Deposit Agreement and the Depositary and the Company disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. Each of the CompanyCompany and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or any ADRs to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith and using its reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt any ADRs to Holders or other personspersons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that each of the Depositary and its agents agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentenceforegoing, none neither the Depositary, its controlling persons, nor any of its agents, nor the Depositary or Company, its controlling persons nor any of its agents shall be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), nor its agents nor the Company shall be or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents controlling persons, its agents, any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction request or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any vote, provided that any such vote. Notwithstanding anything to action or omission is in good faith and in accordance with the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with terms of the Deposit Agreement, . No disclaimer of liability under the Securities Act is intended by any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liability ifliability, if by reason of any provision of any present or future law, rule, regulation, fiat, order or regulation decree of the United States, the United Mexican States The Republic of France or any other jurisdiction country, or of any governmental or regulatory authority or any securities stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the provisions statuts of the Company or governing any the Deposited Securities, any present or future provision by reason of the Company's charter, any act of GodGod or war or terrorism, war, terrorism nationalization or other circumstances beyond its their control, the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performedperformed (including, without limitation, voting pursuant to Section 4.08 of the Deposit Agreement); nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) incur any liability to any Holder or other person by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or the ADRs. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or pursuant to Section 4.13 of the Deposit Agreement, such distribution or offering is not made available to certain Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering or for allowing any rights to lapse upon the terms of the Deposit Agreement. Each of the The Company, its directors, employees, agents and controlling persons (as defined under the Depositary and its agents assumes Securities Act of 1933) assume no obligation and nor shall any of them be subject to no any liability under the Deposit Agreement to Owners or this Receipt to Holders or other personsholders of Receipts, except that the Company agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation The Depositary, its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall any of them be subject to any liability under the Deposit Agreement to any Owners or holders of Receipts (including, without limitation, liability with respect to the validity or worth of the preceding sentenceDeposited Securities), none except that the Depositary agrees to perform its obligations specifically set forth in the Deposit Agreement without gross negligence or bad faith. Neither the Company nor any of its directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts which in their respective opinions may involve them in expense or liability, unless indemnity satisfactory to them against all expenses and liabilities is furnished to them as often as may be reasonably required. Neither the Depositary nor any of its directors, employees, agents or its agents controlling persons (as defined under the Securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of , and the preceding sentences, the Company Custodians shall not be under any obligation whatsoever with respect to appear insuch proceedings, prosecute or defend any action, suit or other proceeding in respect the responsibility of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory Custodians being solely to it in its sole discretion against all expense and liability be furnished as often as may be requiredthe Depositary. Neither the Depositary, nor its agents Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or inaction nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner or holder of a Receipt, or any other person believed by it them in good faith to be competent to give such advice or information. The Each of the Depositary, its the Company and their respective directors, employees, agents and controlling persons (as defined under the Company Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which any such vote is cast (provided that any such action or nonaction is in good faith) or for the effect of any such vote. Notwithstanding anything The Depositary reserves the right to the contrary set forth in utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement or a ReceiptAgreement. Such division, branch and/or affiliate may charge the Depositary and its agents may fully respond to a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated above and/or under Section 5.09 of the Deposit Agreement. For further information about the general sale and/or purchase of securities see hxxxx://xxx.xxx.xxx. The Depositary shall not be liable for any and all demands acts or requests for information maintained omissions made by a successor depositary whether in connection with a previous act or on its behalf omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent issue out of which such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify potential liability arises the Depositary and performed its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders obligations without negligence or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receiptsbad faith while it acted as Depositary.

Liability of the Company and the Depositary. Neither the Depositary, its agents Company nor the Company shall Depositary will incur any liability ifto any Holder of this Receipt, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States or any other jurisdiction country or of any governmental authority, or regulatory authority by reason of any provision, present or any securities exchange future, of the Articles of Association of the Company or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performedperformed or the Depositary or the Company shall be obligated to do or perform any act which obligation isinconsistent with the provisions of the Deposit Agreement; nor shall will the Depositary, its agents Depositary or the Company incur any liability to any Holder or other person of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, exercise any discretion provided for in the Deposit Agreement. Each of Neither the Company, Company nor the Depositary and its agents assumes no any obligation and shall or will be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsof Receipts, except that they agree to perform use their best judgment and good faith in the performance of such obligations duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithAgreement. Without limitation of Neither the preceding sentence, none of Company nor the Depositary or its agents shall will be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian will be under any obligation whatsoever with respect to such proceedings, the responsibility of a Custodian being solely to the Depositary. Neither the Depositary, nor its agents Company nor the Company shall Depositary will be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out if any instructions to vote any of the Deposited SecuritiesSecurities are not carried out, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or omission is in good faith. Notwithstanding anything Subject to the contrary set forth in laws of Norway and the Deposit Agreement or a ReceiptArticles of Association of the Company, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Company nor the Company shall Depositary will incur any liability ifto any Holder of this Receipt, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States or any other jurisdiction country or of any governmental authority, or regulatory authority by reason of any provision, present or any securities exchange future, of the Articles of Association of the Company or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performedperformed or the Depositary or the Company shall be obligated to do or perform any act which obligation is inconsistent with the provisions of the Deposit Agreement; nor shall will the Depositary, its agents Depositary or the Company incur any liability to any Holder or other person of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, exercise any discretion provided for in the Deposit Agreement. Each of Neither the Company, Company nor the Depositary and its agents assumes no any obligation and shall or will be subject to no any liability under the Deposit Agreement or this Receipt to Holders or other personsof Receipts, except that they agree to perform use their best judgment and good faith in the performance of such obligations duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithAgreement. Without limitation of Neither the preceding sentence, none of Company nor the Depositary or its agents shall will be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian will be under any obligation whatsoever with respect to such proceedings, the responsibility of a Custodian being solely to the Depositary. Neither the Depositary, nor its agents Company nor the Company shall Depositary will be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out if any instructions to vote any of the Deposited SecuritiesSecurities are not carried out, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or omission is in good faith. Notwithstanding anything Subject to the contrary set forth in laws of Norway and the Deposit Agreement or a ReceiptArticles of Association of the Company, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company nor its agents or their respective controlling persons, if any, shall incur any liability if, to any Holder or Beneficial Owners or any other person if by reason of any present or future law, ruleorder of any government or agency thereof or any court, decree, regulation or regulation fiat of the United StatesMexico, the United Mexican States or any other jurisdiction or country, the by-laws of any governmental or regulatory authority or any securities exchange or market or automated quotation systemthe Company, the Trust Agreement, the CPO Deed, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents, the CPO Trustee, the Company or its agents or the Company their respective controlling persons shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or agents, the Company nor its agents nor their respective controlling persons incur any liability to any Holder or Beneficial Owner or any other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary Company and its agents and controlling persons assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt the Receipts to Holders or Beneficial Owners or any other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence in good faith and using its reasonable judgment. Each of the Depositary and its agents and controlling persons assumes no obligation and shall be subject to no liability under the Deposit Agreement or bad faiththe Receipts to Holders or Beneficial Owners or any other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement in good faith and using its reasonable judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or the Company or their respective agents. The Company undertakes also to cause the performance of the parties under the Trust Agreement. Without limitation of the preceding sentencepreceding, none of the Depositary Depositary, its controlling persons, its agents or the Company, its controlling persons, or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary, its agents, its controlling persons, the Company, its controlling persons, nor its agents nor the Company shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares by or on behalf of whom CPOs are presented for deposit, any Holder, Holder or Beneficial Owner or any other person believed by it or them in good faith to be competent to give such advice or information. The Each of the Depositary, its controlling persons, its agents and the Company Company, its controlling persons, and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of Section 5.03 of the Deposit Agreement, neither the Depositary and nor its agents will not shall be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any vote or failure to vote provided that such vote. Notwithstanding anything to the contrary set forth action or non-action is taken in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability ifto any Owner or beneficial owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum or Articles of Association of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder Owner or other person beneficial owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such dividend or other distribution or offering, and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders Owners or beneficial owners of Receipts or any other personspersons other than the Depositary and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence, willful misconduct or bad faith. Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. The Depositary, the Custodian and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence against the Depositary, the Custodian or bad faiththe Company or their respective agents. Without limitation of limiting the preceding sentenceforegoing, none of neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Owner or holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written noticeobligations without negligence, request, direction willful misconduct or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote of any Deposited Securities is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or nonaction is in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement. Except as otherwise provided in the Deposit Agreement, the Depositary will not release any Holder or Holdersinformation regarding the Company without prior written approval from the Company; provided, any Receipt or Receipts or otherwise related hereto to however, that the extent Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and substance of such information has not been altered or modified in any way other than by the Company. The Depositary agrees with the Company not to establish any unsponsored American depositary receipt program representing Shares so long as the Depositary is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsacting under the Deposit Agreement. The Company has agreed agrees to indemnify the Depositary and any Custodian and any agent of the Depositary or the Custodian appointed under the Deposit Agreement and the respective officers, directors, and employees (the "indemnified persons") against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by such indemnified persons except for any liability or expense arising out of the negligence, willful misconduct or bad faith of any of them, or (ii) by the Company or any of its agents under certain circumstances (other than the indemnified persons), and their respective officers, directors and employees authorized to act on their behalf. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release (as defined in Section 2.09 of the Deposit Agreement) except to the extent any such liability or expense would have arisen even if the Receipts or Shares involved would not have been subject to a Pre-Release. However, for the avoidance of doubt, the indemnities provided in the preceding paragraph shall apply to any such liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (a) information relating to the Depositary has agreed or any Custodian (other than the Company), as applicable, furnished to the Company in writing, and not materially changed or altered by the Company, expressly for use in any of the foregoing documents, or, (b) if such information is provided to the Company, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company under certain circumstancesCompany, its directors, employees, agents and affiliates against and hold them harmless from any liability or expense (including but not limited to the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or any Registrar or Custodian or their respective directors, employees, agents and affiliates due to their respective negligence, willful misconduct or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall as promptly as practicable (and in no event more than twenty (20) days after receipt of notice of such Proceeding) notify in writing the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely effects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and, (i) provided no conflict of interest exists as specified in subclause (b) below, and (ii) there are no other defenses available to Indemnitee, as specified in subclause (b) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, including but not limited to that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, or (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonable satisfactory to the Indemnitee. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no material adverse effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. Neither the Company nor the Depositary nor party shall have any of their respective agents liability with respect to any compromise or settlement effected without its consent, which shall not be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesunreasonably withheld. The Depositary Indemnitor shall have no obligation to indemnify and its agents may own and deal hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in any class writing, to assume the defense of securities such Proceeding. The obligations set forth in Section 5.08 of the Company Deposit Agreement shall survive the termination of the Deposit Agreement and its affiliates and in Receiptsthe succession or substitution of any indemnified person. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or of thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary appointed under the Deposit Agreement (the "indemnified persons") against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any indemnified person, except to the extent that any such loss, liability or expense is due to the gross negligence or bad faith of such indemnified person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to any indemnified person, furnished in writing to the Company by any indemnified person, expressly for use in a registration statement under the Securities Act of 1933. The Depositary and each indemnified person shall indemnify, defend and save harmless the Company against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of any indemnified person.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance non- performance or delay, caused as aforesaid, in the performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents The Company assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none Each of the Depositary or and its agents assumes no obligations and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons (other than the Company), except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without negligence or bad faith. Neither the Depositary, its agents nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar and other agent of the Depositary appointed pursuant to the Deposit Agreement (the "indemnified persons") against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise (a) out of acts performed or omitted in accordance with the Deposit Agreement and the Receipts, (f) by any indemnified person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith of an indemnified person, or (if) by the Company or any of its agents (other than the indemnified persons), or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of (x) information (or omissions from such information) relating to such indemnified person, furnished in writing to the Company by such indemnified person expressly for use in a registration statement under the Securities Act of 1933 or (y) any wrongful act or omission of any indemnified person. The Depositary shall indemnify, defend and save harmless the Company against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise out of acts performed or omitted by the Depositary (or any Custodian, Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary) due to their negligence or bad faith.

Liability of the Company and the Depositary. Neither the The Depositary, its the Company, the Trustee their agents nor the Company shall and each of them shall: (a) incur any no liability if, by reason of (i) if any present or future law, rule, regulation, fiat, order or regulation decree of the United States, the United Mexican States European Union, the Netherlands or any other jurisdiction country, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charterArticles of Association, any act of God, war, terrorism or other circumstances circumstance beyond its control, the Depositary, its agents control shall prevent or the Company shall be prevented or forbidden fromdelay, or subjected shall cause any of them to be subject to any civil or criminal penalty on account ofin connection with, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided or any Receipt provides shall be done or performed; nor shall the Depositaryperformed by it or them (including, its agents or the Company incur any liability without limitation, voting pursuant to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms Section 4.08 of the Deposit Agreement it is provided shall or may be done or performedAgreement), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given to it in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this any Receipt (including, without limitation, any failure to Holders determine that any distribution or other persons, action may be lawful or reasonably practicable); (b) assume no liability except to perform such its obligations as to the extent they are specifically set forth and undertaken by it to perform in any Receipt or the Deposit Agreement without gross negligence or bad faith. Without limitation of willful misconduct; (c) in the preceding sentence, none case of the Depositary or and its agents shall agents, be under any no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or any Receipt; (d) in the Receipts. Without limitation case of the preceding sentences, the Company shall not and its agents hereunder be under any no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that any Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall ; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall incur any liability to any Holder or Beneficial Owners or any other person, if, by reason of any provision of any present or future law, rule, law or regulation of the United States, the The United Mexican States Kingdom or any other jurisdiction country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the provisions Memorandum and Articles of Association of the Company or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances beyond its controlcontrol (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), the Depositary, its controlling persons or its agents or the Company or its agents shall be prevented or forbidden from, from or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its controlling persons or its agents or the Company Company, its controlling person or its agents incur any liability to any Holder or other person by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities. Where, by the terms of a distribution pursuant to Sections 4.02, 4.03, 4.04 or 4.05 of the Deposit Agreement, or an offering or distribution pursuant to Sections 4.06, 4.10 or 5.07 of the Deposit Agreement or in the Memorandum and Articles of Association of the Company, or for any other reason, such distribution or offering may not be made available to Holders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any such rights, if applicable, to lapse. The Depositary and the Company shall be entitled to rely upon any written notice, request or other document it believes to be genuine and to have been signed or presented by the proper party or parties without liability under the Deposit Agreement. Neither the Depositary nor the Company shall have any obligation to perform any act inconsistent with the terms of the Deposit Agreement and the Depositary and the Company disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. Each of the CompanyCompany and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or any ADRs to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith and using its reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt any ADRs to Holders or other personspersons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that each of the Depositary and its agents agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentenceforegoing, none neither the Depositary, its controlling persons, nor any of its agents, nor the Depositary or Company, its controlling persons nor any of its agents shall be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), nor its agents nor the Company shall be or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents controlling persons, its agents, any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction request or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any vote, provided that any such vote. Notwithstanding anything to action or omission is in good faith and in accordance with the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with terms of the Deposit Agreement, . No disclaimer of liability under the Securities Act is intended by any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Owner or holder of any Receipt, if by reason of any provision of any present or future law, rule, rule or regulation of the United States, the United Mexican States Kingdom or any other jurisdiction country, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism or other circumstances circumstance beyond its controlcontrol l, the Depositary, its agents Depositary or the Company shall be prevented or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company incur any liability to any Holder Owner or other person holder of a Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owner of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and its agents make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement to Owners or this Receipt to Holders or other personsholders of Receipts, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithwillful misconduct. Without limitation The Depositary shall not be subject to any liability with respect to the validity or worth of the preceding sentence, none of Deposited Securities. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omission made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction obligations without negligence or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction is in good faith. The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, any liability or expense (including, but Notwithstanding anything to the contrary set forth in the Deposit Agreement or a any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder Owner or Holdersholder, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders Owners or beneficial owners of interests in American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in No disclaimer of liability under the Securities Act of 1933 is intended by any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur nor any liability ifof their respective controlling persons, directors, employees, agents or Affiliates will be liable to any Holder or other persons if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States Switzerland or any other jurisdiction country, or of any other governmental or regulatory authority or any securities stock exchange or market or automated quotation systemby reason of any provision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Statutes and Organizational Regulations of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company or any of their respective controlling persons, directors, employees, agents, or Affiliates shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall will the Depositary, its agents Depositary or the Company or any of their respective controlling persons, directors, employees, agents or Affiliates incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaidstated in the preceding clause, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in under the Deposit Agreement, the Statutes and Organizational Regulations of the Company or provisions of governing Deposited Securities. Where by the terms of a distribution pursuant to Section 4.2, 4.3 or 4.4 of the Deposit Agreement or an offering or distribution pursuant to Section 4.5, 4.9 or 5.9 of the Deposit Agreement or in the Statutes and Organizational Regulations of the Company, or for any other reason, such distribution or offering may not be made available to Holders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary, after consultation with the Company, shall not make such distribution or offering, and shall allow any such rights, if applicable, to lapse. Each of the Company, its agents, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad and in good faith. Without limitation of The Depositary and the preceding sentenceCompany undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, none of and no implied covenants or obligations will be read into the Deposit Agreement against the Depositary or the Company or their respective agents. None of the Depositary, its controlling persons nor its agents shall or the Company, its controlling persons or its agents will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required by it or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its controlling persons and its agents and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any vote, provided that any such vote. Notwithstanding anything to action or omission is in good faith and in accordance with the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with terms of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, regulation, fiat, order or regulation decree of the United States, the United Mexican States Kingdom or any other jurisdiction country or of any government or governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charterconstituent documents, any act of God, war, terrorism terrorism, nationalization or other circumstances beyond its control, the Depositary, its agents or the Company shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account ofin connection with, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit AgreementAgreement.(including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable). Each of the Company, the Depositary and its their respective agents assumes assume no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt the Receipts to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it each of them to perform in the Deposit Agreement without gross negligence or bad faithwillful misconduct. Without limitation of the preceding sentence, none of (a) neither the Depositary or nor its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, (b) neither the Company nor its agents shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither , and (c) none of the Depositary, nor its agents nor the Company or their respective agents shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Each of the Depositary, its agents and the Company and their respective agents may rely and shall be protected in acting upon any written notice, request, direction direction, instruction or other document believed by them it to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Further, the Depositary and its agents will disclaim to the maximum extent permitted by law any and all liability for the price received in connection with any sale of securities or the timing thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the Receipts), subject to the penultimate sentence of Section 5.3 thereof, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of any Custodian other than JPMorgan Chase Bank, N.A. except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. To the extent the Custodian is JPMorgan Chase Bank, N.A. the Depositary shall be responsible for the acts and omissions to act on the part of the Custodian as if the Depositary were acting as Custodian hereunder. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an American Depositary Share about the requirements of English law, rules or regulations or any changes therein or thereto. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast by the Depositary to the extent the Depositary has received voting instructions as provided in the Deposit Agreement with respect to any of the Deposited Securities (provided that such manner or failure to vote was without gross negligence or willful misconduct), or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the Receipts or American Depositary Shares. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence while it acted as Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated under Section 5.9 of the Deposit Agreement and paragraph 8 of the form of Receipt. Neither the Company nor Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and its agents may own and deal in any class of securities regardless of the Company and its affiliates and type of action in Receiptswhich such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall incur any liability to any Holder or Beneficial Owners or any other person, if, by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States Kingdom or any other jurisdiction country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the provisions Memorandum and Articles of Association of the Company or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances beyond its controlcontrol (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), the Depositary, its controlling persons or its agents or the Company or its agents shall be prevented or forbidden from, from or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its controlling persons or its agents or the Company Company, its controlling person or its agents incur any liability to any Holder or other person by reason of any nonperformance non-performance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities. Where, by the terms of a distribution pursuant to Sections 4.02, 4.03, 4.04 or 4.05 of the Deposit Agreement, or an offering or distribution pursuant to Sections 4.06, 4.10 or 5.07 of the Deposit Agreement or in the Memorandum and Articles of Association of the Company, or for any other reason, such distribution or offering may not be made available to Holders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any such rights, if applicable, to lapse. The Depositary and the Company shall be entitled to rely upon any written notice, request or other document it believes to be genuine and to have been signed or presented by the proper party or parties without liability under the Deposit Agreement. Neither the Depositary nor the Company shall have any obligation to perform any act inconsistent with the terms of the Deposit Agreement and the Depositary and the Company disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. Each of the CompanyCompany and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or any ADRs to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith and using its reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt any ADRs to Holders or other personspersons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that each of the Depositary and its agents agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentenceforegoing, none neither the Depositary, its controlling persons, nor any of its agents, nor the Depositary or Company, its controlling persons nor any of its agents shall be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), nor its agents nor the Company shall be or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents controlling persons, its agents, any Custodian and the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction request or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any vote, provided that any such vote. Notwithstanding anything to action or omission is in good faith and in accordance with the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with terms of the Deposit Agreement, . No disclaimer of liability under the Securities Act is intended by any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability if, to any Owner or beneficial owner of any Receipt if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country or of any other governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the STATUTS of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its their control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the DepositaryCompany or the Depositary or any of their respective directors, its employees, agents or the Company affiliates incur any liability to any Holder owner or other person beneficial owner of any Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, aforesaid in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant TO Section 4.01, 4.02, 4.03 of the Deposit Agreement, an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such dividend or other distribution or offering and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders any Owners or other personsbeneficial owners of Receipts, except that it agrees to perform such its obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence negligence, willful misconduct or bad faith. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assume no obligation nor shall it be subject to any liability under the Deposit Agreement or the Receipts to any Owners or beneficial owners of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence, willful misconduct or bad faith. Without limitation of limiting the preceding sentenceforegoing, none of neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion their respective opinions may involve it them in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense expenses and liability be liabilities is furnished as often as may be required. Neither , and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction non-action by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderOwner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and Depositary shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote of any Deposited Securities is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or inaction is in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto . Subject to the extent such information is requested or required by or pursuant to any lawful authorityCompany's STATUTS and Section 2.09 of the Deposit Agreement, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the contrary set forth Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of the American Depositary Shares, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or a Receiptfor the failure or timeliness of any notice from the Company. None of the Depositary, its agents or the Company shall be liable for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person representing Shares for deposit, any Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents may fully respond to shall not be liable for any and all demands acts or requests for information maintained omissions made by a successor depositary whether in connection with a previous act or on its behalf omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent issue out of which such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify potential liability arises the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders performed it obligations without gross negligence or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesbad faith while it acted as Depositary. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, and each of their respective directors, officers, employees, agents and affiliates, and any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary appointed under the Deposit Agreement (the “indemnified persons”) against any loss, liability, tax, costs, claims, judgments, proceedings, actions, demands and any charges or expense (including reasonable fees and expenses of counsel, and in each case, value added tax and any similar tax charged or otherwise imposed in respect thereof) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any indemnified person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith of such indemnified person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to such indemnified person, furnished in writing to the Company by such indemnified person expressly for use in a registration statement under the Securities Act of 1933. Each indemnified person shall indemnify, defend and save harmless the Company against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of such indemnified person. Notwithstanding the above, in no event shall the Depositary, the Custodian, the Company or any of their respective directors, officers, employees, agents or affiliates be liable for any special, punitive or consequential damages. Any indemnified person shall notify the Company of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights to indemnification except to the extent the Company is materially prejudiced by such failure) and shall consult in good faith with the Company as to the conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable under the circumstances. No indemnified person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without the consent of the Company, which consent shall not be unreasonably withheld.

Liability of the Company and the Depositary. Neither the Depositary, or its agents agents, nor the Company or its agents shall incur any liability if, by reason of any present or future law, ruleact of God, war or regulation other circumstance beyond its control, or, in the case of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited SecuritiesDepositary and its agents, any present or future provision of the Company's charter, any act By-laws or of God, war, terrorism or other circumstances beyond its controlthe securities deposited pursuant to the Deposit Agreement, the Depositary, Depositary or its agents or the Company or its agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement Agreement, the Company's By-laws or the Deposited Securities it is provided shall be done or performed; nor shall , or the Depositary, its agents Depositary or the Company incur any liability shall be obliged to any Holder do or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of perform any act or thing that by which is inconsistent with the terms provisions of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes assume no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding on behalf of Holders in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be liable required or (b) liability for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Each of the Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts; provided that the only obligations of the Company to the Depositary or its agents with respect to such activities shall be those owed to holders of such securities generally. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary (the "Indemnified Persons") against any loss, liability or expense (including fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any Indemnified Person, except to the extent that any such loss, liability or expense is due to the negligence or-bad faith of such Indemnified Person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof (except to the extent such loss, liability or expense arises out of the information (or omissions from such information) relating to such Indemnified Person, furnished in writing to the Company by such Indemnified Person expressly for use in a registration statement under the Securities Act of 1933), or (c) out of or in connection with any withholding or payment of any tax levied or asserted by the Kingdom of Spain on the Depositary (other than a tax on the Depositary's overall net income) as a result of performing its required functions as Depositary under the Deposit Agreement, which shall not operate to relieve any Holder of any liability it .may have with respect thereto. Each Indemnified Person shall indemnify, defend and save harmless the Company against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of such Indemnified Person.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Depositary Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth vote provided that any such action or inaction is in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesgood faith. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Company or the Depositary appointed under the Deposit Agreement (the “Indemnified Persons”) against any loss, liability or expense (including reasonable fees and expenses of counsel) incurred by such Indemnified Person that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any Indemnified Person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith of or breach of the Deposit Agreement by such Indemnified Person, or (ii) by the Company or any of its agents (other than the Indemnified Persons), or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of (x) information (or omissions from such information) relating to such Indemnified Person, furnished in writing to the Company by such Indemnified Person expressly for use in a registration statement under the Securities Act of 1933 or (y) the issuance of any Pre-released Receipt. Each Indemnified Person has agreed to indemnify, defend and save harmless the Company against any loss, liability or expense (including reasonable fees and expenses of counsel) incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of or the breach of the Deposit Agreement by such Indemnified Person.

Liability of the Company and the Depositary. Neither None of the Depositary, its agents nor the Custodian, the Company or any of their respective officers, directors, employees, agents or affiliates shall incur any liability to any Holder or any other person if, by reason of any provision of any present or future law, ruleorder of any government or agency thereof or any court, decree or regulation of the United StatesGermany, the United Mexican States or any other jurisdiction or of country, including any governmental or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the provisions Articles of Association (Satzung) of the Company, any provision of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company or any of their respective officers, directors, employees, agents or affiliates shall be prevented or forbidden from, or subjected delayed in, or be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, performed or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where by the terms of a distribution pursuant to Section 4.1, Section 4.2 or Section 4.3 of the Deposit Agreement, or for any other reason, such distribution or may not be made available to some or all Holders, and the Depositary may not dispose of such distribution on behalf of the such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution available and shall allow any rights to such distribution to lapse. Each of the Company, the Depositary and its the Custodian and their respective agents assumes no obligation and nor shall any of them be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders or other persons, except that they agree to perform such obligations duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of the Depositary or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement without negligence or a Receiptbad faith. The Depositary, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances Custodian and the Depositary has agreed Company undertake to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.perform such duties and

Liability of the Company and the Depositary. Neither the Depositary, Depositary or its agents nor the Company shall or its agents will incur any liability if, to any Holder of this Receipt or other person if by reason of any provision of any present or future law, rule, or regulation regulation. of the United States, the United Mexican States Kingdom or any other jurisdiction country or of any other governmental authority or regulatory authority or stock exchange, or by any securities exchange provision, present or market or automated quotation systemfuture of the Articles of Association of the Company, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances beyond its control, the Depositary, Depositary or its agents or the Company or its agents shall be prevented or forbidden from, from or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing so or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, Depositary or its agents or the Company or its agents incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit AgreementAgreement or in the Articles of Association of the Company, the provisions of or governing any Deposited Securities. Where, by the terms of a distribution pursuant to Sections 4.02, 4.03 or 4.04 of the Deposit Agreement or an offering or distribution pursuant to Sections 4.05 or 4.09 of the Deposit Agreement or in the Articles of Association, or for any other reason, such distribution or offering may not be made available to Holders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any such right, if applicable, to lapse. Each of the Company, its agents, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt the Receipts to Holders or other persons, except that each of them agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary and its agents shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. The Depositary and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of against the Depositary or the Company or their respective agents. Neither the Depositary, its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), nor its agents nor the Company shall be or liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, governmental authorities, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information.. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. The Depositary, Each of the Depositary or its agents and the Company or its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to , provided that any such action or omission is in good faith and in accordance with the contrary set forth in terms of the Deposit Agreement or a ReceiptAgreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement. The Company agrees to indemnify, defend and save harmless the Depositary and its directors, employees, agents (including each Custodian) and affiliates against, and hold each of them harmless from any liability or expense which may fully respond arise (a) out of acts performed or omitted pursuant to the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any and all demands Custodian, except for any liability or requests for information maintained expense arising out of negligence or bad faith of any of them, or (ii) by the Company or on any of its behalf agents, or (b) out of or in connection with the Deposit Agreementregistration of Receipts, American Depositary Shares or any Holder Deposited Securities with the Commission or Holdersthe offer or sale thereof in the United States, any Receipt or Receipts or otherwise related hereto except to the extent that such liability or expense arises out of the negligence or bad faith of the Depositary, Custodian or their agents or affiliates or out of information is requested relating to the Depositary or required the Custodian, as the case may be, furnished in writing to the Company by the Depositary or pursuant Custodian, as the case may be, expressly for use in any registration statement, prospectus or preliminary prospectus relating to any lawful authority, including without limitation laws, rules, regulations, administrative the Shares represented by the American Depositary Shares or judicial process, banking, securities or other regulatorsomissions from such information. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed agrees to indemnify the Company under certain circumstances. Neither and its directors, employees, agents and affiliates and hold them harmless from any liability or expense incurred by the Company nor which may arise out of acts performed or omitted by the Depositary nor any of their respective agents shall be liable due to Holders the negligence or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities bad faith of the Company and its affiliates and in ReceiptsDepositary.

Liability of the Company and the Depositary. Neither the Depositary, or its agents agents, nor the Company or its agents shall incur any liability if, by reason of any present or future law, ruleact of God, war or regulation other circumstance beyond its control, or, in the case of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited SecuritiesDepositary and its agents, any present or future provision of the Company's charter, any act By-laws or of God, war, terrorism or other circumstances beyond its controlthe securities deposited pursuant to the Deposit Agreement, the Depositary, Depositary or its agents or the Company or its agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement the Deposited Agreement, the Company's By-laws or the Deposited Securities it is provided shall be done or performed; nor shall , or the Depositary, its agents Depositary or the Company incur any liability shall be obliged to any Holder do or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of perform any act or thing that by which is inconsistent with the terms provisions of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes assume no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding on behalf of Holders in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be liable required or (b) liability for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Each of the Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts; provided that the only obligations of the Company to the Depositary or its agents with respect to such activities shall be those owed to holders of such securities generally. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary (the "Indemnified Persons") against any loss, liability or expense (including fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any Indemnified Person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith of such Indemnified Person, or (ii) by the Company or any of its agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof (except to the extent such loss, liability or expense arises out of the information (or omissions from such information) relating to such Indemnified Person, furnished in writing to the Company by such Indemnified Person expressly for use in a registration statement under the Securities Act of 1933), or (c) out of or in connection with any withholding or payment of any tax levied or asserted by the Kingdom of Spain on the Depositary (other than a tax on the Depositary's overall net income) as a result of performing its required functions as Depositary under the Deposit Agreement, which shall not operate to relieve any Holder of any liability it may have with respect thereto. Each Indemnified Person shall indemnify, defend and save harmless the Company against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of such Indemnified Person.

Liability of the Company and the Depositary. Neither None of the Depositary, its controlling persons or its agents nor the Company shall Company, its controlling persons nor its agents, if any, will incur any liability to any Holder or other person if, by reason of any present or future law, rule, or regulation the By-laws of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation systemCompany, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or Exh. A-16 the Company or its agents shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, performed or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Depository, its controlling persons and its agents, the Company, the Depositary its controlling persons and its agents agents, assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence in good faith and using its reasonable judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or bad faith. Without limitation of obligations will be read into the preceding sentence, none of Deposit Agreement against the Depositary or the Company or their respective agents. None of the Depositary, its controlling persons or its agents shall will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its agents controlling persons and its agents, and the Company its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of this paragraph (19), the Depositary and its agents agents, directors, officers and employees will not be responsible liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither None of the Depositary, its agents nor the Custodian, the Company or any of their respective officers, directors, employees, agents or affiliates shall incur any liability to any Holder or any other person if, by reason of any provision of any present or future law, ruleorder of any government or agency thereof or any court, decree or regulation of the United StatesGermany, the United Mexican States or any other jurisdiction or of country, including any governmental or regulatory authority or stock exchange, or by reason of any securities exchange provision, present or market or automated quotation systemfuture, of the provisions Articles of Association (Satzung) of the Company, any provision of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances circumstance beyond its control, the Depositary, its agents Depositary or the Company or any of their respective officers, directors, employees, agents or affiliates shall be prevented or forbidden from, or subjected delayed in, or be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, performed or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where by the terms of a distribution pursuant to Section 4.1, Section 4.2 or Section 4.3 of the Deposit Agreement, or for any other reason, such distribution or may not be made available to some or all Holders, and the Depositary may not dispose of such distribution on behalf of the such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution available and shall allow any rights to such distribution to lapse. Each of the Company, the Depositary and its the Custodian and their respective agents assumes no obligation and nor shall any of them be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders or other persons, except that they agree to perform such obligations duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. The Depositary, the Custodian and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations will be read into the Deposit Agreement against the Depositary, the Custodian or the Company or their respective agents. Without limitation of the preceding sentencepreceding, none of the Depositary or its agents, the Custodian or its agents or the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The DepositarySubject to compliance with all applicable laws, its agents rules and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receiptregulations, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or this Receipt or shall incur any liability for any special, consequential, indirect or punitive damages for any breach of the terms of the Deposit Agreement or otherwise.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company or Trustee shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances beyond its control, the Depositary, its agents or the Company or Trustee shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Trustee, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, nor the Company shall not or Trustee will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents agent, the Company and the Company Trustee may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company and Trustee have each jointly and severally agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or any other agent of the Depositary appointed under the Deposit Agreement (the "indemnified persons") against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (I) by any indemnified person, except to the extent such loss, liability or expense is due to negligence or bad faith of such indemnified person or (y) effectively indemnified against by any provider of an indemnity satisfactory to it pursuant to Section 5.03(a) of the Deposit Agreement, or (ii) by the Company, Trustee or any of their respective agents, or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to such indemnified person, furnished in writing to the Company by such indemnified person expressly for use in a registration statement under the Securities Act of 1933. Each indemnified person shall indemnify, defend and save harmless the Company against any loss, liability or expense incurred by the Company in connection with the Deposit Agreement and the Receipts due to the negligence or bad faith of such indemnified person.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, rule or regulation of the United States, the United Mexican States Kingdom or any other jurisdiction country or of any government or governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charterconstituent documents, any act of God, war, terrorism or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; performed nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Each of the Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast cast, in each case to the extent the Depositary or its agents act without negligence or willful misconduct, or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, Custodian and any other agent of the Depositary (the “indemnified persons”) under certain circumstances and each indemnified person has agreed to indemnify the Company and its agents under certain circumstances.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any the written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such votevote provided that any such action or inaction is in good faith. Notwithstanding anything Subject to the contrary set forth in Statuts of the Deposit Agreement or a Receipt, the Depositary Company and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary, the Custodian, any Receipt registrar, co-transfer agent, co-registrar or other agent of the Depositary appointed under the Deposit Agreement (the “Indemnified Persons”) against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with the Deposit Agreement and the Receipts, (i) by any Indemnified Person, except to the extent that any such loss, liability or expense is due to the negligence or bad faith or breach of the Deposit Agreement by such Indemnified Person, or (ii) by the Company or any of its agents , or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or any other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense (including reasonable fees and expenses of counsel) arises out of information (or omissions from such information) relating to such Indemnified Person, furnished in writing to the Company by such Indemnified Person expressly for use in a registration statement under the Securities Act of 1933. Each Indemnified Person shall indemnify, defend and save harmless the Company against any loss, liability or expense (including reasonable fees and expenses of counsel) incurred by the Company in connection with the Deposit Agreement and the Receipts due to (i) the negligence or bad faith of such Indemnified Person, (ii) breach of the Deposit Agreement or (iii) the issuance of Receipts against the deposit of other rights to receive Shares pursuant to paragraph (4) of this Receipt. Any person seeking indemnification under the Deposit Agreement shall notify the person from whom it is seeking indemnification of the commencement of any indemnifiable action or claim promptly after such party becomes aware of such commencement and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action of claim. No person seeking indemnification under the Deposit Agreement shall compromise or settle an action or claim without consent in writing of the person whom from it is seeking indemnification, which consent may not be unreasonably withheld.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability ifto any Owner or beneficial owner of any Receipt, if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States or any other jurisdiction country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum or Articles of Association of the Company's charter, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected be subject to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder Owner or other person beneficial owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such dividend or other distribution or offering, and shall allow any rights, if applicable, to lapse. Each of the Company, the Depositary Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation and nor shall it be subject to no any liability under the Deposit Agreement or this Receipt the Receipts to Holders Owners or beneficial owners of Receipts or any other personspersons other than the Depositary and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence, willful misconduct or bad faith. Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of the Deposit Agreement. The Depositary, the Custodian and the Company undertake to perform such obligations duties and only such duties as are specifically set forth and undertaken by it to perform in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement without gross negligence against the Depositary, the Custodian or bad faiththe Company or their respective agents. Without limitation of limiting the preceding sentenceforegoing, none of neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither , and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary, nor . None of the Depositary or its agents nor or the Company or its agents shall be liable for any action or inaction nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Owner or holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its agents and the Company may rely and shall be protected in acting upon any written noticeobligations without negligence, request, direction willful misconduct or other document believed by them to be genuine and to have been signed or presented by the proper party or partiesbad faith while it acted as Depositary. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote of any Deposited Securities is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth , provided that any such action or nonaction is in the Deposit Agreement or a Receipt, the Depositary good faith and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection accordance with the Deposit Agreement. Except as otherwise provided in the Deposit Agreement, the Depositary will not release any Holder or Holdersinformation regarding the Company without prior written approval from the Company; PROVIDED, any Receipt or Receipts or otherwise related hereto to HOWEVER, that the extent Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and substance of such information has not been altered or modified in any way other than by the Company. The Depositary agrees with the Company not to establish any unsponsored American depositary receipt program representing Shares so long as the Depositary is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsacting under the Deposit Agreement. The Company has agreed agrees to indemnify the Depositary and any Custodian and any agent of the Depositary or the Custodian appointed under the Deposit Agreement and the respective officers, directors, and employees (the “indemnified persons”) against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by such indemnified persons except for any liability or expense arising out of the negligence, willful misconduct or bad faith of any of them, or (ii) by the Company or any of its agents under certain circumstances (other than the indemnified persons), and their respective officers, directors and employees authorized to act on their behalf. The indemnities contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release (as defined in Section 2.09 of the Deposit Agreement) except to the extent any such liability or expense would have arisen even if the Receipts or Shares involved would not have been subject to a Pre-Release. However, for the avoidance of doubt, the indemnities provided in the preceding paragraph shall apply to any such liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (a) information relating to the Depositary has agreed or any Custodian (other than the Company), as applicable, furnished to the Company in writing, and not materially changed or altered by the Company, expressly for use in any of the foregoing documents, or, (b) if such information is provided to the Company, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company under certain circumstancesCompany, its directors, employees, agents and affiliates against and hold them harmless from any liability or expense (including but not limited to the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or any Registrar or Custodian or their respective directors, employees, agents and affiliates due to their respective negligence, willful misconduct or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the “Indemnitee”) shall as promptly as practicable (and in no event more than twenty (20) days after receipt of notice of such Proceeding) notify in writing the party obligated to provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely effects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and, (i) provided no conflict of interest exists as specified in subclause (b) below, and (ii) there are no other defenses available to Indemnitee, as specified in subclause (b) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney’s fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, including but not limited to that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, or (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonable satisfactory to the Indemnitee. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless (i) there is no finding or admission of any violation of law and no material adverse effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. Neither the Company nor the Depositary nor party shall have any of their respective agents liability with respect to any compromise or settlement effected without its consent, which shall not be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damagesunreasonably withheld. The Depositary Indemnitor shall have no obligation to indemnify and its agents may own and deal hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in any class writing, to assume the defense of securities such Proceeding. The obligations set forth in Section 5.08 of the Company Deposit Agreement shall survive the termination of the Deposit Agreement and its affiliates and in Receiptsthe succession or substitution of any indemnified person. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, rule or regulation of the United States, the United Mexican States Kingdom or any other jurisdiction country or of any government or governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charterconstituent documents, any act of God, war, terrorism or other circumstances circumstance beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; performed nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of Neither the preceding sentenceDepositary, none of the Depositary or its agents shall nor the Company will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Each of the Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast cast, in each case to the extent the Depositary or its agents act without negligence or willful misconduct, or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the The Depositary and its agents may fully respond to own and deal in any class of securities of the Company and all demands or requests for information maintained by or on its behalf affiliates and in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulatorsReceipts. The Company has agreed to indemnify the Depositary, Custodian and any other agent of the Depositary and its agents (the "indemnified persons") under certain circumstances and the Depositary each indemnified person has agreed to indemnify the Company and its agents under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder of this Receipt, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States or any other jurisdiction country or of any other governmental authority, or regulatory authority by reason of any provision, present or any securities exchange future, of the Articles of Association of the Company or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its their control, the Depositary, its agents Depositary or the Company shall will be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, in doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or . Neither the Company incur nor the Depositary assumes any obligation or shall be subject to any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of under the Deposit Agreement it is provided shall or may be done or performedto Holders of Receipts, or by reason except that they agree to use their best judgment and good faith in the performance of any exercise of, or failure to exercise, any discretion provided for its obligations specifically set forth in the Deposit Agreement. Each of the Company, Neither the Depositary and its agents assumes no obligation and shall be subject to no liability under nor the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of the Depositary or its agents Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or and liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any HolderHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote; provided that any such action or inaction is in good faith. Notwithstanding anything Subject to the contrary set forth in the Deposit Agreement or a ReceiptCompany=s Articles of Association and Norwegian Law, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Company has agreed to indemnify the Depositary and the Custodian against, and hold each of them harmless from, any liability or expense which may arise (a) out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or any Custodian, except for any liability arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its agents or (b) out of the offer, sale or registration with the Commission of Receipts, American Depositary Shares or any Deposited Securities.

Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall nor its agents, if any, will incur any liability to any Holder or other person if, by reason of any present or future law, ruleorder of any government or agency thereof or any court, decree, regulation or regulation fiat of the United StatesMexico, the United Mexican States or any other jurisdiction or country, the Estatutos Sociales of any governmental or regulatory authority or any securities exchange or market or automated quotation systemthe Company, the provisions of or governing any Deposited SecuritiesSecurity, any present or future provision of the Company's charter, any act of God, war, terrorism war or other circumstances circumstance beyond its control, the Depositary, its agents or the Company or its agents shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, its agents, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence in good faith and using its best judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or bad faith. Without limitation of obligations will be read into the preceding sentence, none of Deposit Agreement against the Depositary or the Company or their respective agents. Neither the Depositary, its agents shall nor the Company or its agents will be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts this Receipt that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be required or (b) liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Depositary, its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Subject to the provisions of this article (19), the Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liability if, to any Owner if by reason of any provision of any present or future law, rule, law or regulation of the United States, the United Mexican States The Republic of France or any other jurisdiction country or of any other governmental authority, or regulatory authority by reason of any provision, present or any securities exchange future, of the statuts of the Company or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision by reason of the Company's charter, any act of God, war, terrorism God or war or other circumstances circumstance beyond its their control, the Depositary, its agents Depositary or the Company or any of their directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from, from or subjected subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the DepositaryCompany or the Depositary or any of their directors, its employees, agents or controlling persons (as defined under the Company Securities Act of 1933) incur any liability to any Holder or other person Owner by reason of any nonperformance non-performance or delay, caused as aforesaid, aforesaid in the performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution or an offering pursuant to Section 4.01, 4.02, 4.03 of the Deposit Agreement, an offering or distribution pursuant to Section 4.04, or pursuant to Section 4.22 of the Deposit Agreement, such distribution or offering is not made available to certain Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering and shall allow any rights, if applicable, to lapse. The Company, its directors, employees, agents and controlling persons (as defined under the Depositary and its agents assumes Securities Act of 1933) assume no obligation and nor shall any of them be subject to no any liability under the Deposit Agreement to any Owners or this Receipt to Holders or other personsholders of Receipts, except that they agree to perform such use their best judgment and good faith in the performance of their respective obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement. The Depositary, its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall any of them be subject to any liability under the Deposit Agreement to any Owners or holders of Receipts (including, without gross negligence limitation, liability with respect to the validity or bad faith. Without limitation worth of the preceding sentenceDeposited securities), none of except that the Depositary shall use its best judgment and good faith in performing its obligations specifically set forth in the Deposit Agreement. Neither the Depositary nor the Company nor any of their directors, employees, agents or its agents controlling persons (as defined under the securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion their respective opinions may involve it them in expense or liability, unless indemnity satisfactory to it in its sole discretion them against all expense expenses and liability be liabilities is furnished to them as often as may be reasonably required, and the Custodians shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company nor any of their directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or inaction non-action by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares shares for deposit, any HolderOwner or holder of a receipt, or any other person believed by it them in good faith to be competent to give such advice or information. The Each of the Depositary, its the Company and their directors, employees, agents and controlling persons (as defined under the Company Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or cast, for the effect of any such votevote or for the failure to have Shares denominated in registered form, provided that any such action or inaction is in good faith and in accordance with the terms of the Deposit Agreement. Notwithstanding anything Subject to the contrary set forth in the Deposit Agreement or a Receipt, the Depositary Company's statuts and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with Section 2.09 of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company shall incur any liability ifto any Holder, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States Hong Kong or any other jurisdiction country, or of any other governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum of Association and Bye-laws of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company shall be prevented prevented, delayed or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, from doing or performing any act or thing which contemplated by the terms of this the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that contemplated by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Where, by the terms of a distribution pursuant to Section 4.2, 4.3 or 4.4 of the CompanyDeposit Agreement, or an offering or distribution pursuant to Section 4.5 of the Deposit Agreement, or because of applicable law, such distribution or offering may not be made available to all or certain Holders, and the Depositary may not dispose of such distribution' or offering on behalf of such Holders and its agents make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse, without any liability of the Depositary or the Company to any Holder or any other party. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no any liability under the Deposit Agreement to any Holder or this Receipt to Holders or any other personsperson, except to perform such obligations as are specifically set forth that they will act in good faith and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faithwillful misconduct in the performance of their respective obligations set forth in the Deposit Agreement. Without limitation The Depositary shall not be subject to any liability with respect to the validity or worth of the preceding sentence, none of Deposited Securities. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or inaction is in good faith. Notwithstanding anything to the contrary set forth in the Deposit Agreement The Depositary shall not be liable for any acts or omissions made by a Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary acted without negligence or bad faith while it acted as Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement, any Holder or Holders, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed agrees to indemnify the Depositary and its agents under certain circumstances any Custodian and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective directors, employees, agents shall and affiliates against, and hold each of them harmless from, any liability or expense which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be liable amended, modified or supplemented from time to Holders time, (i) by either the Depositary or beneficial owners any Custodian, or any of interests American Depositary Shares their respective directors, employees, agents or affiliates, except for any indirectliability or expense arising out of the failure by any of them to use reasonable judgment or act in good faith in the performance of their duties hereunder, specialor (ii) by the Company or any of its directors, punitive employees, agents or consequential damagesaffiliates. The Depositary agrees to indemnify the Company, its directors, employees, agents and its agents may own and deal in any class of securities of the Company and its affiliates and hold them harmless from any liability or expense which may arise out of acts performed or omitted by the Depositary or any Custodian due to the failure by any of them to use reasonable judgment or act in Receiptsgood faith in the performance of their duties hereunder.

Liability of the Company and the Depositary. Neither the Depositary, its agents Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability ifto any Holder or Beneficial Owner or other person, if by reason of any provision of any present or future law, rule, or regulation law of the United States, the United Mexican States Federal Republic of Germany or any other jurisdiction country, or of any other governmental or regulatory authority authority, or exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Articles of Association of the Company's charter, or by reason of any act of God, war, terrorism God or war or other circumstances beyond its control, the Depositary, its agents Depositary or the Company or any of their directors, employees, agents or affiliates shall be prevented prevented, delayed or forbidden from, from or subjected be subject to any civil or criminal penalty on account of, or delayed in, of doing or performing any act or thing which by the terms of this the Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary, its agents Depositary or the Company incur any liability to any Holder or Beneficial Owner or other person of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in non-performance of any act or thing that which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each Agreement of the Articles of Association of the Company. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, because of applicable law, or for any other reason, such distribution or offering may not be made available to Holders of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and its agents make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, or shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes no any obligation and or shall be subject to no or any liability under the Deposit Agreement to any Holder or this Receipt to Holders Beneficial Owner or other personsperson, except that they agree to perform such their obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation The Depositary shall not be subject to any liability with respect to the validity, worth or fair market value of the preceding sentence, none of Deposited Securities except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without gross negligence or bad faith. Neither the Depositary or its agents nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit suit, or other proceeding in respect of any Deposited Securities Securities, or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, nor its agents, the Company or its agents nor the Company shall be liable for any action or inaction nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or Beneficial Owner or any other person believed by it in good faith and without gross negligence to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting including, but not limited to, any such action or nonaction based upon any written notice, request, direction or other document reasonably believed by them it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction is in good faith and without gross negligence. Notwithstanding anything to the contrary set forth The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in the Deposit Agreement connection with a previous act or a Receipt, omission of the Depositary and its agents may fully respond to any and all demands or requests for information maintained by in connection with a matter arising wholly after the removal or on its behalf resignation of the Depositary, provided that in connection with the Deposit Agreementissue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary and without gross negligence. The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any Holder liability or Holdersexpense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any Receipt liability or Receipts or otherwise related hereto expense arising out of the negligence of bad faith of any of them, and except to the extent that such liability or expense arises out of information is requested relating to the Depositary or required the Custodian, as applicable, furnished in writing to the Company by the Depositary or pursuant the Custodian, as applicable, expressly for use in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the Shares, or omissions from such information; or (ii) by the Company or any lawful authorityof its directors, including without limitation lawsemployees, rules, regulations, administrative or judicial process, banking, securities or other regulatorsagents and affiliates. The Company has agreed to indemnify obligations set forth in Section 5.8 of the Depositary and its agents under certain circumstances Deposit Agreement shall survive the termination of this Deposit Agreement and the Depositary has agreed succession or substitution of any indemnified person. Any person seeking indemnification hereunder (and "Indemnified Person") shall notify the person from whom it is seeking indemnification (the "Indemnifying Person") of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement and shall consult in good faith with the Indemnifying Person as to indemnify the Company conduct of the defense of such action or claim, which defense shall be reasonable under certain the circumstances. Neither No Indemnified Person shall comprise or settle any such action or claim without the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests American Depositary Shares for any indirect, special, punitive or consequential damages. The Depositary and its agents may own and deal consent in any class of securities writing of the Company and its affiliates and in ReceiptsIndemnifying Person. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.