Common use of Notice of any Meeting or Solicitation Clause in Contracts

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association), be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expenseexpense and provided no legal prohibitions exist, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations laws of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such HolderHxxxxx's ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph 12 (b)(ii) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Brazilian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph (b) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense’s expense and provided no legal prohibitions exist, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations laws of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's Xxxxxx’s ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's ’s name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's ’s expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's Hxxxxx’s ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph 12(b)(ii) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's ’s name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Brazilian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given, or deemed given in accordance with paragraph 12(b)(ii) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if the Depositary receives a written request from requested by the Company in writing in a timely manner and (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting, the Depositary shall, ) and at the Company's expense’s expense and provided no legal prohibitions exist, distribute to Holders a notice (the “Voting Notice”) stating (i) final such information particular to as is contained in such vote and meeting notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary therefor will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's ’s Memorandum and Articles of Association as in effect from time to time Association, and resolutions the laws, rules and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands, the ROC, the FSC and the Taipei Exchange, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder that provides voting instructions shall be solely responsible for deemed to confirm, represent and warrant that such Holder has no interest in any contract or proposed contract or arrangement to be considered at the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's namerelevant meeting. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph (b) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if the Depositary receives a written request from requested by the Company in writing in a timely manner and (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting, the Depositary shall, ) and at the Company's expense’s expense and provided no legal prohibitions exist, distribute to Holders a notice, after consulting the Company as to the form of such notice (to the “Voting Notice”) extent practicable, stating (i) final such information particular to as is contained in such vote and meeting notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary therefor will, subject to any applicable law provisions of English law, the Articles and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Securities, be entitled to either (A) use the voting instruction card prepared by the Depositary, after consulting the Company as to the form of such card to the extent practicable, to request the Depositary, its Custodian or nominee (as appropriate) to appoint the Holder its proxy to attend at that meeting and vote with respect to the number of Shares or other Deposited Securities represented by ADSs evidenced by such Hoxxxx’x ADRs or (B) instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's Hoxxxx’x ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.J.X.Xxxxxx

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's ’s expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph 12(b)(ii) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's ’s name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if the Depositary receives a written request from requested by the Company in writing in a timely manner and (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting, the Depositary shall, ) and at the Company's expenseexpense and provided no legal prohibitions exist, distribute to Holders a notice, after consulting the Company as to the form of such notice (to the “Voting Notice”) extent practicable, stating (i) final such information particular to as is contained in such vote and meeting notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary therefor will, subject to any applicable law provisions of English law, the Articles and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Securities, be entitled to either (A) use the voting instruction card prepared by the Depositary, after consulting the Company as to the form of such card to the extent practicable, to request the Depositary, its Custodian or nominee (as appropriate) to appoint the Holder its proxy to attend at that meeting and vote with respect to the number of Shares or other Deposited Securities represented by ADSs evidenced by such Holder's ADRs or (B) instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.J.X.Xxxxxx

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to promptly after the date approval by the Board of Directors of the convocation of such vote meeting or meetingthe solicitation of such consents or proxies, or promptly after any other party authorized to do so has called such meeting or initiated the solicitation of such consents or proxies, the Depositary shall, at the Company's expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Japanese law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such HolderHxxxxx's ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph 12(b)(ii) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above or, to the extent any such notice is distributed, that such notice will be distributed or received with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.J.X.Xxxxxx

Notice of any Meeting or Solicitation. Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's ’s expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's Hxxxxx’s ADRs and (iii) the manner in which such instructions may be givengiven or deemed given in accordance with paragraph (b) below, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's ’s name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.J.X.Xxxxxx

Notice of any Meeting or Solicitation. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if the Depositary receives a written request from requested by the Company in writing in a timely manner and (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting, the Depositary shall, ) and at the Company's expense’s expense and provided no legal prohibitions exist, distribute to Holders a notice, after consulting the Company as to the form of such notice (to the “Voting Notice”) extent practicable, stating (i) final such information particular to as is contained in such vote and meeting notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary therefor will, subject to any applicable law provisions of English law, the Articles and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)Securities, be entitled to either (A) use the voting instruction card prepared by the Depositary, after consulting the Company as to the form of such card to the extent practicable, to request the Depositary, its Custodian or nominee (as appropriate) to appoint the Holder its proxy to attend at that meeting and vote with respect to the number of Shares or other Deposited Securities represented by ADSs evidenced by such Xxxxxx’s ADRs or (B) instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's Xxxxxx’s ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) (Record Dates) above provided that in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if the Depositary receives a written request from requested by the Company in writing in a timely manner manner, and at least 30 days the Company’s expense and provided no legal prohibitions exist, distribute to Holders a notice (such request not being in a timely manner, and the Depositary having no obligation to take any further action, if the request shall not have been received by the Depositary with sufficient time in advance of the date of such vote or meeting to enable the Depositary to distribute such notice to Holders or to enable Holders to return any such voting instructions to the Depositary sufficiently prior to the date of such vote or meeting, meeting for the Depositary shall, at to vote or cause to be voted the Company's expense, distribute to Holders a notice (Deposited Securities represented by the “Voting Notice”ADSs in accordance with such instructions) stating (i) final such information particular to as is contained in such vote and meeting notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of Colombian law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions By-laws of the Company's Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association), be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (iii) the manner in which such instructions may be givengiven or will be deemed to be given in accordance with the last paragraph of paragraph 12(b) (Voting of Deposited Securities) below. Notwithstanding anything contained in the Deposit Agreement or any ADR, including the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to give a discretionary proxy retrieve such materials or receive such materials upon request (i.e., by reference to a person designated by website containing the Company. Each Holder shall be solely responsible materials for retrieval or a contact for requesting copies of the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's namematerials). There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the any notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense’s expense and provided no legal prohibitions exist, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitation, the provisions of the Company's Articles of Association as in effect from time to time and resolutions and regulations laws of the Company's Board of Directors adopted pursuant to such Articles of Association)Cayman Islands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (iiic) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's ’s name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date shall, in accordance with paragraph (11) above provided that hereof, fix the Voting Record Date in respect of such meeting or solicitation. The Depositary or, if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meetingso determines, the Depositary shallCompany, at the Company's expense, shall distribute to Holders a of record on such Voting Record Date: (a) such information as is contained in such notice (of meeting or in the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (iib) an ADR proxy card in a form prepared by the Depositary, (c) a statement that each Holder at the close of business on the record date set by the Depositary willVoting Record Date will be entitled, subject to any applicable law law, the Company’s constituent documents and the provisions of or governing the Deposited Securities Securities, either (includingi) to use such ADR proxy card in order to attend, without limitation, vote and speak at such meeting as the provisions proxy of the Company's Articles Depositary or its nominee solely with respect to the Shares or other Deposited Securities represented by ADSs evidenced by such Holder’s ADRs or (ii) to appoint any other person as the substitute proxy of Association as in effect from time such Holder, solely with respect to time and resolutions and regulations of the Company's Board of Directors adopted pursuant Shares or other Deposited Securities represented by ADSs evidenced by such Holder’s ADRs, or (iii) to renounce the proxy initially provided by the Depositary or its nominee to such Articles of Association), be entitled Holder or such Holder's substitute proxy and to instruct provide Voting instructions to the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by their respective ADRs (“Voting Instructions”), and (d) if the Depositary is to be given Voting Instructions by such Holder's ADRs and (iii) , a brief statement as to the manner in which such instructions Voting Instructions may be given, including instructions given to give a discretionary proxy to a person designated by the CompanyDepositary. Each Holder shall be solely responsible for the forwarding of Voting Notices voting information to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs manner or for which no timely voting instructions are received by the Depository from the Holder to arrange to attend, vote and/or speak at the relevant meeting. The Company shall provide notice to the Depositary of such vote or meeting in a timely manner and at least 30 days prior to the date of such vote or meeting (unless less than 30 days’ notice of the meeting has been given in accordance with the Company’s Articles of Association and UK law, in which case the Company will not provide to the Depositary such advance notice of the meeting as may be voted.possible under the circumstances); provided that if the Depositary receives less than 30 days’ notice of such vote or meeting, the Depositary shall only make such distribution to the extent it deems it to be practicable. J.X.Xxxxxx

Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least 30 days prior to the date of such vote or meeting, the Depositary shall, at the Company's expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable law and the provisions of or governing the Deposited Securities (including, without limitationlaws of England and Wales, the provisions of the Company's Deposit Agreement, the Articles of Association as in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Articles of Association)provisions of, or governing, the Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There is no guarantee that Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depository from the Holder will not be voted.