Common use of Limitations on Holdings Clause in Contracts

Limitations on Holdings. Notwithstanding any other provision of the Deposit Agreement to the contrary, each Owner and Beneficial Owner agrees to be bound by and subject to and to comply with any limitations and rules on holdings of Shares provided under applicable laws and regulations of the Republic of Hungary and the articles of association or similar document of the Company to the same extent as if the American Depositary Shares of such Owner or Beneficial Owner were the Shares represented by such American Depositary Shares. Failure of an Owner or Beneficial Owner to comply in a timely fashion with such laws or regulations or with such articles of association or similar document of the Company, may, in the Company’s sole discretion, result in the withholding of certain rights in respect of the American Depositary Shares owned by such Owner or beneficially owned by such Beneficial Owner (including voting, dividend, liquidation or other shareholder rights, provided that such Owner or Beneficial Owner may transfer any American Depositary Shares as to which such rights are withheld outside any Shareholder Group of which such Owner or Beneficial Owner is a member). The Depositary agrees to use its reasonable efforts to comply to the extent practicable with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein as contemplated in the preceding sentence. Notwithstanding the inability of any party to physically restrict a transfer of American Depositary Shares, Owners and Beneficial Owners agree to contractually abide by the Company’s instructions. The Company reserves the right to instruct Owners to surrender their Receipts for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner or Beneficial Owner thereof as an owner of Shares. The Company may also refuse to allow such Owner to redeposit such Shares into the depositary receipt facility. The Depositary agrees to cooperate with the Company in its efforts to inform Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk or expense on the part of the Depositary to, the Company on the manner or manners in which it may enforce such rights with respect to any Owner or Beneficial Owner. Additionally, notwithstanding any other provision of the Deposit Agreement to the contrary, the Depositary may, to the extent practicable, refuse to execute and deliver any Receipt, to register the transfer of any Receipt or to make any distribution on or related to Shares represented by American Depositary Shares evidenced by such Receipt, if the Depositary has been notified by the Company in writing that, after giving effect to that delivery, registration of transfer or distribution, the Beneficial Owner of that Receipt or of those American Depositary Shares would own American Depositary Shares, other depositary shares representing Shares or shares in the Company that, together with any other American Depositary Shares, other depositary shares representing Shares and any shares in the Company beneficially owned by any Shareholder Group of which such Beneficial Owner is a member, would represent more than any percentage of the share capital of the Company (excluding non-voting preference shares, if such shares are issued) the beneficial ownership of which is restricted under applicable Hungarian laws and regulations or the articles of association or similar document of the Company. The other parties to the Deposit Agreement acknowledge that the Company has advised that, as of the date of the Deposit Agreement, that percentage is 25 percent. Each Beneficial Owner, when requesting additional American Depositary Shares, shall declare to the Company whether he (or any Shareholder Group of which such Beneficial Owner is a member), beneficially owns any percentage of the shares in the Company the ownership of which must be declared under applicable Hungarian laws and regulations or the articles of association or similar document of the Company. The other parties to the Deposit Agreement acknowledge that the Company has advised that, as of the date of the Deposit Agreement, that percentage is two percent or more. The Depositary shall have no obligations with respect to such declaration. Each Holder and Beneficial Owner agrees that no Beneficial Owner (or Shareholder Group of which such Beneficial Owner is member) shall exercise more than any percentage of the voting rights of the Company the exercise of which (except by the Hungarian State and the Hungarian Privatization and Asset Holding Company and any similar entity as provided by 10.1.1 of the Company’s articles of association) is restricted under applicable Hungarian laws and regulations or the articles of association or similar document of the Company. The other parties to the Deposit Agreement acknowledge that the Company has advised that, as of the date of the Deposit Agreement, that percentage is ten percent.

Limitations on Holdings. Notwithstanding any other provision of the this Deposit Agreement to the contrary, each Owner and Beneficial Owner agrees to be bound by and subject to and to comply with any limitations and rules on holdings of Shares provided under applicable laws and regulations of the Republic of Hungary and the articles of association or similar document of the Company to the same extent as if the American Depositary Shares of such Owner or Beneficial Owner were the Shares represented by such American Depositary Shares. Failure of an Owner or Beneficial Owner to comply in a timely fashion with such laws or regulations or with such articles of association or similar document of the Company, may, in the Company’s sole discretion, result in the withholding of certain rights in respect of the American Depositary Shares owned by such Owner or beneficially owned by such Beneficial Owner (including voting, dividend, liquidation or other shareholder rights, provided that such Owner or Beneficial Owner may transfer any American Depositary Shares as to which such rights are withheld outside any Shareholder Group of which such Owner or Beneficial Owner is a member). The Depositary agrees to use its reasonable efforts to comply to the extent practicable with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein as contemplated in the preceding sentence. Notwithstanding the inability of any party to physically restrict a transfer of American Depositary Shares, Owners and Beneficial Owners agree to contractually abide by the Company’s instructions. The Company reserves the right to instruct Owners to surrender their Receipts for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner or Beneficial Owner thereof as an owner of Shares. The Company may also refuse to allow such Owner to redeposit such Shares into the depositary receipt facility. The Depositary agrees to cooperate with the Company in its efforts to inform Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk or expense on the part of the Depositary to, the Company on the manner or manners in which it may enforce such rights with respect to any Owner or Beneficial Owner. Additionally, notwithstanding any other provision of the this Deposit Agreement to the contrary, the Depositary may, to the extent practicable, refuse to execute and deliver any Receipt, to register the transfer of any Receipt or to make any distribution on or related to Shares represented by American Depositary Shares evidenced by such Receipt, if the Depositary has been notified by the Company in writing that, after giving effect to that delivery, registration of transfer or distribution, the Beneficial Owner of that Receipt or of those American Depositary Shares would own American Depositary Shares, other depositary shares representing Shares or shares in the Company that, together with any other American Depositary Shares, other depositary shares representing Shares and any shares in the Company beneficially owned by any Shareholder Group of which such Beneficial Owner is a member, would represent more than any percentage of the share capital of the Company (excluding non-voting preference shares, if such shares are issued) the beneficial ownership of which is restricted under applicable Hungarian laws and regulations or the articles of association or similar document of the Company. The other parties to the Deposit Agreement acknowledge that the Company has advised that, as of the date of the this Deposit Agreement, that percentage is 25 percent. Each Beneficial Owner, when requesting additional American Depositary Shares, shall declare to the Company whether he (or any Shareholder Group of which such Beneficial Owner is a member), beneficially owns any percentage of the shares Shares in the Company the beneficial ownership of which must be declared under applicable Hungarian laws and regulations or the articles of association or similar document of the Company. The other parties to the Deposit Agreement acknowledge that the Company has advised that, as of the date of the this Deposit Agreement, that percentage is two percent or more. The Depositary shall have no obligations with respect to such declaration. Each Holder and Beneficial Owner agrees that no Beneficial Owner (or Shareholder Group of which such Beneficial Owner is member) shall exercise more than any percentage of the voting rights of the Company the exercise of which (except by the Hungarian State and the Hungarian Privatization and Asset Holding Company and any similar entity as provided by 10.1.1 of the Company’s articles of association) is restricted under applicable Hungarian laws and regulations or the articles of association or similar document of the Company. The other parties to the Deposit Agreement acknowledge that the Company has advised that, as of the date of the this Deposit Agreement, that percentage is ten percent.