Common use of Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc Clause in Contracts

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of a Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares generally or of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended during any period when the transfer books of the Depositary, the shareholders’ register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSD, in good faith, at any time or from time to time. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation to the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require payment from the presenter of a the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, may require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general American Depositary Receipts or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the transfer books of the Depositary, the shareholders’ register of the Company (Depositary or the appointed agent of for the Company for the transfer and registration of Shares) or the books of the CSD Shares are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement or the Company's Articles of Association ("Statuts") or for any other reason. Notwithstanding anything else herein to the contraryany other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended, but only except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities Company (or the appointed agent or agents for such issuer the Company for the transfer and registration of such Deposited SecuritiesShares) or the deposit of Shares in connection with voting at a shareholders’ meeting ' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Securities. Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered (1) which, if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933 prior 1933) would be, to being offered and sold publicly in the United States actual knowledge of the Depositary, subject to the registration provisions of the Securities Act of 1933, unless a registration statement is in effect relating to such Shares or the sale of such Shares would be exempt from such provisions or (ii) the deposit of which would, to the actual knowledge of the Depositary, infringe any provisions of the Company's Statuts. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American Depositary Receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933, (ii) in compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary shall, as a condition of accepting the deposit of such Shares, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect. The Depositary shall be entitled to rely for purposes of this paragraph, unless the Depositary has actual knowledge to the contrary, on any such certificate as to the effectiveness of a registration statement or the availability of any exemption from the registration requirements of the Securities Act of 1933. The Depositary shall comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such Sharesinstructions at such times and under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt Receipt, the delivery of any distribution in respect thereof or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt Receipt, or the depositor of Shares CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer transfer, custody or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares CPOs being deposited deposited, transferred or withdrawn) and payment of any applicable fees and charges of the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as herein providedset forth in Section 5.06 hereof; (ii) compliance with such reasonable regulations, if any, as the Depositary and maythe Company may establish consistent with the provisions of the Trust Agreement, but is not obligated tothis Deposit Agreement including, require without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares CPOs generally or of particular Shares CPOs may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary, Depositary or the shareholders’ register of the Company Trust (or the appointed agent of the Company Trust for the transfer and registration of SharesCPOs) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, Company or the Depositary or the CSD, in good faith, at any time or from time to time, subject in all cases to Section 7.07 hereof. Notwithstanding anything else herein any provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended or refused, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction may be suspended, but only as required amended from time to time) under the Securities Act of 1933 in connection with (i) temporary delays caused by closing relating to the transfer books deposit of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) CPOs in connection with voting at a shareholders’ meeting meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Securities. Without limitation to of the foregoing, neither the Depositary shall not nor the Custodian will knowingly accept for deposit under the this Deposit Agreement any Shares CPOs required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such SharesCPOs. The Depositary will comply with reasonable written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any certificated CPOs identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States and other jurisdictions.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt Receipt, the delivery of any distribution in respect thereof or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt or Receipt, the depositor of Shares or the presenter of written instructions in order to reflect such transfer, split-up, combination, surrender or withdrawal: (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge charge, including, without limitation, any tax imposed under the laws of Germany, and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited deposited, transferred or withdrawn) and payment of any applicable fees and charges of the Depositary as herein providedprovided in Section 5.9 hereof and Article 9 (Charges of Depositary) of the form of Receipt attached hereto as Exhibit A (face), and may, but is not obligated to, require (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require (iii) compliance with (A) any laws or governmental regulations relating to depositary receipts in general the execution and delivery of Receipts or American Depositary Shares or to the withdrawal or delivery of Deposited Securities. Any person presenting Shares for deposit, any Holder Securities and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian (B) such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) reasonable regulations as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary establish consistent with its obligations under the Deposit Agreement and provisions of this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executedincluding Section 7.10 hereof, or such representations and warranties are madeapplicable law. The delivery of Receipts against against, or adjustments in the records of the Depositary to reflect, deposits of Shares generally or of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, or the surrender of outstanding Receipts, or the receipt of written instructions from any person having a beneficial interest in any Receipt for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary, the shareholders’ register of Depositary or the Company (or the Foreign Registrar as appointed agent of for the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDDepositary, in good faith, at any time or from time to time. Notwithstanding anything else herein any other provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended, but only suspended except as required permitted in connection with (iGeneral Instruction I.A(1) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions instruction may be amended from time to time)) under the Securities Act. Subject to Section 2.9 hereof, the Depositary may issue Receipts against evidence of rights to receive Shares from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the this Deposit Agreement any Shares or other Deposited Securities required to be registered pursuant to the provisions of the Securities Act, unless a registration statement under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such SharesShares or other Deposited Securities, or any Shares or Deposited Securities the deposit of which would violate any provisions of the Company’s Articles of Association. Also without limitation of the foregoing, the Depositary will use its best efforts to comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States and other jurisdictions.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of a Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares generally or of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended during any period when the transfer books of the Depositary, the shareholders’ register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSD, in good faith, at any time or from time to time. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation to the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require payment from the presenter of a the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, may require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general American Depositary Receipts or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the transfer books of the Depositary, the shareholders’ register of the Company (Depositary or the appointed agent of for the Company for the transfer and registration of Shares) or the books of the CSD Shares are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement or the Company’s Articles of Association (“Statuts”) or for any other reason. Notwithstanding anything else herein to the contraryany other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended, but only except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities Company (or the appointed agent or agents for such issuer the Company for the transfer and registration of such Deposited SecuritiesShares) or the deposit of Shares in connection with voting at a shareholders’ meeting meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Securities. Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered (1) which, if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933 prior 1933) would be, to being offered and sold publicly in the United States actual knowledge of the Depositary, subject to the registration provisions of the Securities Act of 1933, unless a registration statement is in effect relating to such Shares or the sale of such Shares would be exempt from such provisions or (ii) the deposit of which would, to the actual knowledge of the Depositary, infringe any provisions of the Company’s Statuts. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American Depositary Receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933, (ii) in compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary shall, as a condition of accepting the deposit of such Shares, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect. The Depositary shall be entitled to rely for purposes of this paragraph, unless the Depositary has actual knowledge to the contrary, on any such certificate as to the effectiveness of a registration statement or the availability of any exemption from the registration requirements of the Securities Act of 1933. The Depositary shall comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such Sharesinstructions at such times and under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require payment from the presenter of a the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, may require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to American depositary receipts in general or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the transfer books of the Depositary, the shareholders’ register of the Company (Depositary or the appointed agent of for the Company for the transfer and registration of Shares) or the books of the CSD Shares are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement or the Company’s Articles of Association (Statuts) or for any other reason. Notwithstanding anything else herein to the contraryany other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended, but only except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities Company (or the appointed agent or agents for such issuer the Company for the transfer and registration of such Deposited SecuritiesShares) or the deposit of Shares in connection with voting at a shareholders’ meeting meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Securities. Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered (i) which, if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933 prior 1933) would be, to being offered and sold publicly in the United States actual knowledge of the Depositary, subject to the registration provisions of the Securities Act of 1933, unless a registration statement is in effect relating to such Shares or the sale of such Shares would be exempt from such provisions or (ii) the deposit of which would, to the actual knowledge of the Depositary, infringe any provisions of the Company’s Statuts. The Depositary shall be entitled to rely for purposes of this paragraph, unless the Depositary has actual knowledge to the contrary, on any such certificate as to the effectiveness of a registration statement or the availability of any exemption from the registration requirements of the Securities Act of 1933. The Depositary shall comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such Sharesinstructions at such times and under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt Receipt, the delivery of any distribution in respect thereof or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt or Receipt, the depositor of Shares Units or the presenter of written instructions in order to reflect such transfer, split up, combination, surrender or withdrawal: (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge charge, including, without limitation, any tax imposed under the laws of Brazil, and any stock transfer or registration fee with respect thereto (including any such tax or tax, charge and fee with respect to Shares Units being deposited deposited, transferred or withdrawn) and payment of any applicable charges and fees of the Depositary upon delivery of Receipts against deposits of Units and upon withdrawal of Deposited Securities against surrender of Receipts as herein providedset forth in Section 5.9 to this Deposit Agreement; (ii) compliance with (a) any laws or governmental regulations relating to Receipts or GDSs or to the withdrawal of Deposited Securities and (b) such reasonable regulations, if any, as the Depositary and the Companies may establish consistent with the provisions of this Deposit Agreement, including Section 7.7 hereof, and may, but is not obligated to, require the applicable law; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Shares Units generally or of particular Shares Units may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, or the surrender of outstanding Receipts, or the receipt of written instructions from any person having a beneficial interest in any Receipt for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary, Depositary or the shareholders’ register of the Company Companies (or the Foreign Registrar as the appointed agent of the Company Companies for the transfer and registration of SharesUnits) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, Companies or the Depositary or the CSD, in good faith, at any time or from time to time. Notwithstanding anything else herein any other provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended, but only except as required permitted in connection with (iGeneral Instruction I.A(l) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions instruction may be amended from time to time) under the Securities Act. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.2 hereof Units in such circumstances where the Depositary, the Custodian or the Companies has reason to believe (and in the case of the Custodian or the Companies, such belief shall have been communicated to the Depositary) that such Units have been withdrawn from a restricted depositary receipt facility in respect to Units established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (hereinafter, a “restricted facility”), or permit such Units to be used to satisfy any person’s obligation with respect to transactions contemplated by Section 2.9 hereof unless such Units have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S or (c) in accordance with Rule 144 under the Securities Act, and the Depositary may, as a condition to accepting the deposit of such Units hereunder, require the person depositing such Units to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.2 hereof, (x) transfer or exchange under Section 2.4 hereof, (y) cancellation under Section 2.5 hereof or (z) delivery in satisfaction of any person’s obligation with respect to transactions contemplated by Section 2.9 hereof, depositary receipts representing Units issued pursuant to a restricted facility. Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the this Deposit Agreement any Shares Units or other Deposited Securities required to be registered pursuant to the provisions of the Securities Act, unless a registration statement under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such SharesUnits (and the constituent securities) or other Deposited Securities, or any Units or Deposited Securities the deposit of which would violate any provisions of the Bylaws of the Companies. Also without limitation of the foregoing, the Depositary will comply with written instructions of the Companies (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Units identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Companies’ compliance with the securities laws of the United States and other jurisdictions.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or ADS or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of a the Receipt or the depositor of Shares ADS of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Class A Shares being deposited or withdrawn) and payment of any applicable fees as herein providedprovided in Section 5.09 and Exhibit B, and may, but is not obligated to, may require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general Receipts, ADSs or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership The issuance of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Class A Shares generally or against deposits of particular Class A Shares may be suspended suspended, or the issuance of ADSs against the deposit of particular Class A Shares may be withheld, or the registration of transfer of Receipts ADSs in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the transfer books of the Depositary, the shareholders’ register of Depositary or the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement. Notwithstanding anything else herein to any other provision of the contraryDeposit Agreement, the surrender of outstanding Receipts ADSs and withdrawal of Deposited Securities represented thereby may not be suspended, but only except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities Company (or the appointed agent or agents for such issuer the Company for the transfer and registration of such Deposited SecuritiesShares) or the deposit of Shares in connection with voting at a shareholders’ meeting meeting, or the payment of dividends, (ii) the payment of fees, ; taxes and similar charges, (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts ADSs or to the withdrawal of the Deposited Securities or and (iv) other circumstances specifically contemplated by Instruction I.A.(lI.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Class A Shares required to be registered under the provisions of the Securities Act of 1933 prior to being offered and sold publicly in the United States Act, unless a registration statement is in effect as to such Class A Shares, except as provided in Section 2.12 hereof.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or ADS or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of a the Receipt or the depositor of Shares ADS of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Class B Shares being deposited or withdrawn) and payment of any applicable fees as herein providedprovided in Section 5.09 and Exhibit B, and may, but is not obligated to, may require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general Receipts, ADSs or to the withdrawal of Deposited Securities. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership The issuance of ADSs and Deposited Securities, compliance with applicable laws, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or on the shareholders’ register of the Company) as the Depositary or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made. The delivery of Receipts against deposits of Class B Shares generally or against deposits of particular Class B Shares may be suspended suspended, or the issuance of ADSs against the deposit of particular Class B Shares may be withheld, or the registration of transfer of Receipts ADSs in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the transfer books of the Depositary, the shareholders’ register of Depositary or the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement. Notwithstanding anything else herein to any other provision of the contraryDeposit Agreement, the surrender of outstanding Receipts ADSs and withdrawal of Deposited Securities represented thereby may not be suspended, but only except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities Company (or the appointed agent or agents for such issuer the Company for the transfer and registration of such Deposited SecuritiesShares) or the deposit of Shares in connection with voting at a shareholders’ meeting meeting, or the payment of dividends, (ii) the payment of fees, ; taxes and similar charges, (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts ADSs or to the withdrawal of the Deposited Securities or and (iv) other circumstances specifically contemplated by Instruction I.A.(lI.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation to of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Class B Shares required to be registered under the provisions of the Securities Act of 1933 prior to being offered and sold publicly in the United States Act, unless a registration statement is in effect as to such Class B Shares, except as provided in Section 2.12 hereof.