Common use of LIABILITY OF THE ISSUER AND THE DEPOSITARY Clause in Contracts

LIABILITY OF THE ISSUER AND THE DEPOSITARY. Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder: (i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States, any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in the case of the Depositary only) by reason of any provision, present or future, of the articles of association or similar document of the Issuer, or by reason of any provision of any securities issued or distributed by the Issuer, or any offering or distribution thereof; or (C) by reason of any event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Issuer, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Issuer is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing that, by the terms of the Deposit Agreement or the Deposited Securities, it is provided shall be done or performed; (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the Depositary to take, or not take, any action that the Deposit Agreement provides the Depositary may take); (iii) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or (iv) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement. 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 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 Issuer assumes no obligation nor shall it be subject to any liability under the Deposit Agreement or the Receipts to Owners or holders of Receipts, except that it agrees to perform its obligations specifically set forth in the Deposit Agreement without 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 limiting the preceding sentences, neither the Depositary nor the Issuer 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, on behalf of any Owner, holder or other person, 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 or (ii) liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, or any other person believed by it in good faith to be competent to give such advice or information including but not limited to, any such action or non-action based upon written notice, request, direction or other document believed in good faith by 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. The Depositary shall not 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. 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 the effect of any such vote, provided that any such action or non-action is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

LIABILITY OF THE ISSUER AND THE DEPOSITARY. Neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Holder: holder of any Receipt (i) if by reason of (A) any provision of any present or future law law, rule or regulation or other act of the government of the United States, any State of the United States Kingdom or any other state or jurisdictioncountry, or of any governmental or regulatory authority or stock exchange; (B) (in any securities exchange or market or automated quotation system, the case provisions of or governing any Deposited Securities, any present or future provision of the Depositary only) by reason of any provision, present or future, of the Issuer's articles of association or similar document document, any act of the Issuer, or by reason of any provision of any securities issued or distributed by the Issuer, or any offering or distribution thereof; or (C) by reason of any event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Issuer, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes, floods, severe storms, fires, explosionsGod, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions or malfunctions of utility services, Internet terrorism or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment)circumstance beyond its control, the Depositary or the Issuer is, directly shall be prevented or indirectly, prevented forbidden from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of of, doing or performing and therefore does not do or perform, any act or thing that, which by the terms of the Deposit Agreement or the Deposited Securities, Securities it is provided shall be done or performed; , (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement (including any determination by the Depositary to takeAgreement, or not take, any action that the Deposit Agreement provides the Depositary may take); (iiiiv) for the inability of any Owner or Holder holder to benefit from any distribution, offering, right or other benefit that which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or (iv) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreementholders. Where, by the terms of a distribution pursuant to Sections 4.014.1, 4.02, 4.2 or 4.03 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 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 OwnersOwner of Receipts, 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 Issuer assumes and its directors, officers, employees, agents and affiliates assume no obligation nor and shall it not be subject to any liability under the this Deposit Agreement or the any Receipts to Owners any Owner, Beneficial Owner or holders of Receipts, any other person (except that it agrees to perform its for the Issuer’s obligations specifically set forth in Section 5.8 of the Deposit Agreement); provided that the Issuer and its directors, officers, employees, agents and affiliates agree to perform their respective obligations specifically set forth in this Deposit Agreement without gross negligence or bad faithwillful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under the this Deposit Agreement to any Owner or holder of any Receipt Beneficial Owner (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 this Deposit Agreement without gross negligence or bad faithwillful misconduct. Without limiting limitation of the preceding sentencesforegoing, neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates 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, on behalf of any Ownerwhich in its opinion may involve it in expense or liability, holder or other personunless indemnity satisfactory to it 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. The Depositary shall not incur any liability for any failure to determine that any distribution or (ii) action may be lawful, for the content of any information submitted to it by the Issuer 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 any tax consequences that may result from the ownership of 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 the Deposit Agreement or for the failure or timeliness of any notice from the Issuer. Neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or non-action nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerOwner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information including but not limited toinformation. The Depositary, the Issuer and their respective directors, officers, employees, agents or affiliates, and the Custodian may rely and shall be protected in acting upon any such action or non-action based upon written notice, request, direction opinion or other document believed in good faith by 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 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 obligations without gross negligence or bad faith willful misconduct while it acted as Depositary. The Depositary shall not 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. 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 the effect of any such votecast, provided that any such action or non-action nonaction is in good faith, or the effect of any vote. Subject to the terms and conditions of Section 5.8 of the Deposit Agreement, the Issuer 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, certain liabilities or expenses. Subject to the terms and conditions of Section 5.8 of the Deposit Agreement, the Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Notwithstanding anything to the contrary set forth in the Deposit Agreement or 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 Owner or holder, 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. Neither the Depositary nor the Custodian shall be liable for the failure by any Owner or beneficial owner of American Depositary Shares 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 is under no obligation to provide the Owners and beneficial owners of American Depositary Shares with any information about the tax status of the Issuer. The Depositary shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners of American Depositary Shares on account of their ownership of the American Depositary Shares, including without limitation tax consequences resulting from the Issuer (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.