Common use of Ownership Restrictions Clause in Contracts

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit AgreementAgreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit Agreement. Applicable laws Agreement or of the ADRs and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of this ADR or the Deposit Agreement and regulations may require holders without limiting the foregoing, by being a Holder of this ADR (and beneficial owners of Sharesthe ADSs evidenced hereby), including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to time. Neither the Depositarytime and including any statutory modification or re-enactment thereof, the Custodian"Companies Act") or the Articles of Association of the Company. By accepting or holding this ADR, the Company Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the Holder of the Shares in respect of which the non-complying person is or any was, or appears to be or has been, interested as provided in the Companies Act and the Articles of their respective agents or affiliates shall be required Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to take any actions whatsoever receive dividends on behalf of Holders or Beneficial Owners and to determine and satisfy transfer such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsShares.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit AgreementAgreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyAssociation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyAssociation. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of this Deposit Agreement or of any ADR(s) and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. Neither By accepting or holding this ADR, the Holder hereof acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of this ADR in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such ADR and the imposition of restrictions on the rights to receive dividends on and to transfer such ADR. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders, at the Company’s expense, of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of contained in the Deposit AgreementAgreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyAssociation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyAssociation. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein in this Section 3.5. Notwithstanding any provision of this Deposit Agreement or in Section 3.5 of any ADR(s) and without limiting the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the ADR in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such ADR and the imposition of restrictions on the rights to receive dividends on and to transfer such ADR. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders, at the Company’s expense, of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit AgreementAgreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of this ADRs and regulations without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may require holders request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and beneficial owners including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, as of the date of this ADR, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares, including . The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit AgreementAgreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit Agreement. Applicable laws Agreement or of the ADRs and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Articles of Incorporation of the Company or applicable United Kingdom law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of American Depositary Shares held under the constituent documents of the Company, or applicable English law, as such restrictions may be in force from time to time. Notwithstanding any provision of the Deposit Agreement or of this ADR or and without limiting the foregoing, by being a Holder of the Deposit Agreementan ADR, each such Holder agrees to provide such information as the Company may restrict transfers of request in a disclosure notice (a "Disclosure Notice") given pursuant to the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. The Company may also restrictBy accepting or holding this ADR, in such manner as each Holder acknowledges that it deems appropriate, transfers of the ADSs where such transfer understands that failure to comply with a Disclosure Notice may result in the total number imposition of Shares represented by sanctions against the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess holder of the limits set forth Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the preceding sentenceCompanies Act and the Articles of Association which currently include, including but not limited to, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer of ADSssuch Shares. In addition, by accepting or holding this ADR each Holder agrees to comply with the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner provisions of the Shares represented Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two Business Days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the ADSs held by such Holder Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or Beneficial Owner in excess of such limitationsdecreases, if and rounded down to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsnearest whole number.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Bylaws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Bylaws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM and BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of this ADR or the Deposit Agreement and regulations may require holders without limiting the foregoing, by being a Holder of this ADR (and beneficial owners of Sharesthe ADSs evidenced hereby), including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to time. Neither the Depositarytime and including any statutory modification or re-enactment thereof, the Custodian“Companies Act”) or the Articles of Association of the Company. By accepting or holding this ADR, the Company Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the Holder of the Shares in respect of which the non-complying person is or any was, or appears to be or has been, interested as provided in the Companies Act and the Articles of their respective agents or affiliates shall be required Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to take any actions whatsoever receive dividends on behalf of Holders or Beneficial Owners and to determine and satisfy transfer such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsShares.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of the BACEN, the CVM and BM&FBOVESPA may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit AgreementAgreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit Agreement. Applicable laws Agreement or of the ADRs and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the provisions of the Financial Conduct Authority’s Disclosure, Guidance and Transparency Rules (“DTRs”) and with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the DTRs. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of this ADRs and regulations without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may require holders request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and beneficial owners including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, as of the date of this ADR, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, including by accepting or holding an ADS, each Holder and Beneficial Owner agrees to comply with the provisions of the DTRs, which as of the date of this Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or is deemed to hold through such person’s direct or indirect holding of certain financial instruments (as defined in the DTRs) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit AgreementAgreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of the ADRs and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM and BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of contained in the Deposit AgreementAgreement or any ADR(s), the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit AgreementAgreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. Applicable laws By accepting or holding an ADS, each Holder and regulations Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may require holders result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and beneficial owners the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, including by accepting or holding an ADS, each Holder and Beneficial Owner agrees to comply with the provisions of the DTRs, which as of the date of this Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or is deemed to hold through such person’s direct or indirect holding of certain financial instruments (as defined in the DTRs) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyEstatutos. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyEstatutos. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of contained in the Deposit AgreementAgreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit AgreementAgreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. Applicable laws By accepting or holding an ADS, each Holder and regulations Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may require holders result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and beneficial owners the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares, including . The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of contained in the Deposit Agreement or this ADR or of to the Deposit Agreementcontrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of this ADR or the Deposit Agreement and regulations may require holders without limiting the foregoing, by being a Holder of this ADR (and beneficial owners of Sharesthe ADSs evidenced hereby), including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the "Companies Act"). Neither By accepting or holding this ADR, the Holder hereof acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the Holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of contained in the Deposit AgreementAgreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit Agreement. Applicable laws Agreement or of the ADRs and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the extent and in the form required by applicable laws and regulations U.K. Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the “Companies Act”). Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of contained in the Deposit AgreementAgreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit AgreementAgreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. Applicable laws By accepting or holding an ADS, each Holder and regulations Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may require holders result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and beneficial owners the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares)) the imposition of restrictions on the rights to receive dividends on and to transfer such Shares, including . The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit AgreementAgreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of this Deposit Agreement or of any ADR(s) and regulations without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may require holders request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and beneficial owners including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. By accepting or holding an ADS, each Holder or Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares, including . The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of ADSs, the Deposited Securities so as to satisfy reporting requirements permit the Company to deal directly with the Holder and obtain regulatory approvals Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in certain circumstances. its efforts to inform Holders and Beneficial Owners Owners, at the Company’s expense, of ADSs are solely responsible for determining the Company’s exercise of its rights under this paragraph and complying with such reporting requirementsagrees to consult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit AgreementAgreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and (if required) the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit AgreementAgreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. Applicable laws By accepting or holding an ADS, each Holder and regulations Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may require holders result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and beneficial owners the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, including by accepting or holding an ADR, each Holder and Beneficial Owner agrees to comply with the provisions of the DTRs, which as of the date of this Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or is deemed to hold through such person’s direct or indirect holding of certain financial instruments (as defined in the DTRs) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither None of the Depositary, the Custodian, the Company Company, or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM, BM&FBOVESPA and the Commission, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit Agreement, the Company may restrict transfers of the Shares, Eligible Securities or securities convertible into Shares where the Company informs the Depositary that such transfer might result in ownership of Shares exceeding limits imposed by under applicable law law, the SFB, the TSE or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the certificated ADSs where such transfer may result in the total number of Shares, Eligible Securities, or securities convertible into Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability 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 Holder. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, to the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares Deposited Securities represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law law, rules or regulations and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR Deposit Agreement or of any ADR(s) to the Deposit Agreementcontrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyAssociation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyAssociation. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein in this Section 3.5. Notwithstanding any provision of this Deposit Agreement or of any ADR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in Section 3.5 a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. By accepting or holding an ADS, each Holder or Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Deposit AgreementShares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. Applicable laws and regulations may require holders and beneficial owners of Shares, including The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of ADSs, the Deposited Securities so as to satisfy reporting requirements permit the Company to deal directly with the Holder and obtain regulatory approvals Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in certain circumstances. its efforts to inform Holders and Beneficial Owners Owners, at the Company’s expense, of ADSs are solely responsible for determining the Company’s exercise of its rights under this paragraph and complying with such reporting requirementsagrees to consult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement Each Holder shall be interpreted as obligating the Depositary deemed, by holding an ADS or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and owning a beneficial owners of Shares, including the Holders and Beneficial Owners of ADSsinterest therein, to satisfy reporting requirements consent to and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners agree to be bound by the provisions of ADSs are solely responsible for determining and complying with such reporting requirementsor governing any Deposited Securities (including, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationwithout limitation, file such reportsprovisions of Swiss law, and obtain such approvals to the extent and in the form required by applicable laws and regulations Company's Articles of Association as in effect from time to time. Neither time and resolutions and regulations of the DepositaryCompany's board of directors adopted pursuant to provisions of Swiss law or such Articles of Association) including, without limitation, those which require the Custodiandisclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities and the address and nationality of each Holder to the Company or impose limitations on the voting thereof and on the inscription thereof on the register of Shares with voting rights and to agree that the Company may provide for blocking voting or other rights to enforce such disclosure or enforce comp1iance with such limitations. The Depositary has agreed to use its reasonable efforts to comply with the Company's instructions as to Receipts in respect of any such enforcement and Holders and all persons taking and holding Receipts thereby agree to comply with all such disclosure requirements and such limitations and to cooperate with the Depositary in the Depositary's compliance with such Company instructions. The right of their respective agents or affiliates Holders to direct the voting of Deposited Securities shall be required conditioned on the disclosure to take the Company of the information referred to in this paragraph (6). Subject to certain exceptions provided by the Swiss Code of Obligations, the Company's Articles of Association or as may be permitted by the board of directors of the Company, no shareholder of the Company may for the aggregate number of Shares held or represented by such holder, directly or indirectly, exercise voting rights in respect of more than 3% of the total share capital of the Company. In addition, subject to certain exceptions as set forth above, no person may be registered as a shareholder of the Company with a right to vote for Shares which it holds, directly or indirectly, in excess of 3% of the share capital of the Company. Legal entities that are linked to one another through shareholding, voting rights, management or in any actions whatsoever on behalf of Holders other manner, as well as natural persons or Beneficial Owners legal entities acting in concert with a view to determine and satisfy circumventing such reporting requirements limit, are counted as one shareholder or obtain such regulatory approvals under applicable laws and regulationsperson for these purposes.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit AgreementAgreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyAssociation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyAssociation. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of this ADR and regulations without limiting the foregoing, by being a Holder and Beneficial Owner of this ADR (and of the ADSs evidenced hereby), the Holder or Beneficial Owner agrees to provide such information as the Company may require holders request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and beneficial owners including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. By accepting or holding this ADR, the Holder or Beneficial Owner acknowledges that it understands failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares, including . The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of ADSs, the Deposited Securities so as to satisfy reporting requirements permit the Company to deal directly with the Holder and obtain regulatory approvals Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in certain circumstances. its efforts to inform Holders and Beneficial Owners Owners, at the Company’s expense, of ADSs are solely responsible for determining the Company’s exercise of its rights under this paragraph and complying with such reporting requirementsagrees to consult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Holder and Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and (if required) the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of the ADRs and regulations without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder and Beneficial Owner agrees to provide such information as the Company may require holders request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and beneficial owners including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, including by accepting or holding an ADR, each Holder and Beneficial Owner agrees to comply with the provisions of the DTRs, which as of the date of this Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or is deemed to hold through such person’s direct or indirect holding of certain financial instruments (as defined in the DTRs) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association and By-laws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association and By-laws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association By-laws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association By-laws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM and BM&FBOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to comply with some disclosure and trading standards (as of the date of the Deposit Agreement, mainly provided for in CVM Ruling no. 358/02), to satisfy reporting requirements and to obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision Each Holder and Beneficial Owner acknowledges and agrees that each Depositary Share, and the terms upon which it is held by such Holder or Beneficial Owner, are subject to the Company’s Certificate of this ADR Incorporation and Bylaws, and that so long as the Company’s Certificate of Incorporation or of the Deposit Agreement, Bylaws provide a means by which the Company may restrict transfers require Holders or Beneficial Owners to take certain actions with respect to their holdings, beneficial ownership or control over the Company’s securities, such Holders or Beneficial Owners will be bound by such obligations. The Company and the Depositary may implement such other procedures as necessary in order to conform the rights and responsibilities of Holders or Beneficial Owners to ensure monitoring, compliance and enforcement of the Shares where such transfer might result in Company’s Certificate of Incorporation or Bylaws. The Company shall inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares exceeding limits imposed that the Holders and Beneficial Owners may be subject to by applicable law or the Articles of Association reason of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers number of Depositary Shares held under the Certificate of Incorporation or Bylaws of the ADSs where Company or applicable Delaware law, as such transfer restrictions may result be in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner force from time to exceed any such limitstime. The Company may, in its sole discretion discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of pursuant to the limits set forth in the preceding sentenceCompany’s Bylaws, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs Depositary Shares held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles Company’s Certificate of Association of the CompanyIncorporation and Bylaws; provided that any such measures are practicable and can be undertaken without undue burden or expense. Nothing herein or The Depositary shall have no liability for any actions taken in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying accordance with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsinstructions.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Articles of Incorporation of the Company or applicable South African law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability 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 Holder. Notwithstanding any other provision of this ADR or of in the Deposit AgreementAgreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or nor any of their respective directors, employees, agents or affiliates Affiliates shall be required to take any actions whatsoever on behalf of the Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationslaws.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law laws and regulations or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable lawlaws and regulations, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law laws and regulations and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR Deposit Agreement or of any ADR(s) to the Deposit Agreementcontrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein in this Section 3.5. Notwithstanding any provision of this Deposit Agreement or of any ADR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in Section 3.5 a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. By accepting or holding an ADS, each Holder or Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Deposit AgreementShares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights of such Shares and (where the relevant Shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. Applicable laws and regulations may require holders and beneficial owners of Shares, including The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of ADSs, the Deposited Securities so as to satisfy reporting requirements permit the Company to deal directly with the Holder and obtain regulatory approvals Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in certain circumstances. its efforts to inform Holders and Beneficial Owners Owners, at the Company’s expense, of ADSs are solely responsible for determining the Company’s exercise of its rights under this paragraph and complying with such reporting requirementsagrees to consult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of this ADR or of the Deposit Agreement and regulations may require holders and beneficial owners without limiting the foregoing, by being a Holder of Sharesan ADR, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with each such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make provide such determination, file such reports, and obtain such approvals information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the extent and in the form required by applicable laws and regulations Great Britain Companies Act 2006 (as in effect amended from time to timetime and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. Neither By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the provisions of the Financial Conduct Authority’s Disclosure, Guidance and Transparency Rules (“DTRs”) and with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the DTRs. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law laws and regulations or the Articles of Association Incorporation and Share Handling Regulations of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable lawlaws and regulations, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law laws and regulations and the Articles of Association Incorporation and Share Handling Regulations of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Constitution of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Constitution of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Amended and Restated Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR GDR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding the limits imposed by under applicable law or under the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs GDSs where such transfer may result in the total number of Shares represented by the ADSs GDSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSsGDSs, the removal or limitation limitation, of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs GDSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSsGDSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs GDSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s Articles of Association and any other organizational document, as they may be amended from time to time, and the laws and regulations of the Republic of France with respect to the disclosure requirements regarding ownership, and potential for ownership (including through any derivative instruments) of Shares, all as if the ADS(s) were the Shares represented thereby, which is deemed to include inter alia requirements to make notifications and filings within the required timeframes to the Company and the French Autorité des Marchés Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law in effect as of the date of the Deposit Agreement, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Estatutos Sociales of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Estatutos Sociales of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Regulation S Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding certain limits imposed by under applicable law or under the Company's Articles of Association of the CompanyIncorporation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs Regulation S GDSs where such transfer may would result in the total number of Shares represented by the ADSs Regulation S GDSs beneficially owned by a single Holder or Beneficial Owner, when aggregated with all other Shares beneficially owned by such Holder or Beneficial Owner (including Shares beneficially owned by affiliated owner or beneficial owner) to exceed four (4) percent of the aggregate number of shares with voting rights of the Company issued and outstanding, or any such limitsother limits under the Articles of Incorporation of the Company or applicable law with respect to which the Company may, from time to time, notify the Depositary. The Company Company, may, in its sole discretion but subject to applicable lawdiscretion, instruct the Depositary to take action with respect to the beneficial ownership interest of any Holder or Beneficial Owner who holds Regulation S GDSs in excess of the limits limitation set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer withdrawal of ADSsShares represented by Regulation S GDSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf and for the account of a Holder or Beneficial Owner of the Shares represented by the ADSs Regulation S GDSs held by such Holder or Beneficial Owner in excess of such limitationslimitations (and the cancellation of such Regulation S GDSs), if and to the extent such disposition is permitted by applicable law. Each Holder and Beneficial Owner agrees to file reports to the extent and in the form required by Korean law and the Articles of Association of the Companyregulations as may be in effect from time to time. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 3.05 of the Regulation S Deposit Agreement. Applicable In addition, Korean laws and regulations may require holders and beneficial owners of Sharesthe voting share capital of Korean companies, including the Holders and Beneficial Owners of ADSsOwners, to satisfy certain reporting requirements and or obtain regulatory approvals approval in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, Depositary nor the Custodian, nor the Company or Company, nor any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or such Beneficial Owners to determine and satisfy comply with such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsKorean law.

Ownership Restrictions. Notwithstanding any other provision of in this ADR Deposit Agreement or of the Deposit Agreementany Receipt, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in The Depositary shall, subject to applicable law, to the Deposit Agreement shall be interpreted as obligating the Depositary or the Company extent practicable, use commercially reasonable efforts to ensure compliance comply with the ownership restrictions described herein Company’s instructions as to Receipts in respect of any such enforcement or in Section 3.5 of the Deposit Agreement. Applicable laws limitation, and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting shall comply with all such disclosure requirements and obtain regulatory approvals in certain circumstances. Holders ownership limitations and Beneficial Owners of ADSs are solely responsible for determining and complying shall cooperate with the Depositary to comply with such reporting requirements, and for obtaining such approvalsinstructions. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determinationcomply with applicable Swiss law or regulation, file such reportsthe rules and requirements of the SIX Swiss Exchange, the Nasdaq Stockholm and obtain such approvals to the extent and in Articles of Incorporation of the form required by applicable laws and regulations Company as in effect from time to timetime with respect to the notification to the Company, the SIX Swiss Exchange and the Nasdaq Stockholm of such Holder’s or Beneficial Owner’s interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the Shares in which such Holder or Beneficial Owner has an interest. According to Swiss law and regulation, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires or disposes of Shares of the Company (whether held directly or in ADR form) or acquisition or sale rights relating to Shares of the Company and who thereby reaches, exceeds or falls below the thresholds of 3, 5, 10, 15, 20, 25, 331/3, 50, or 662/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must notify such holdings to the Company and to the stock exchange(s) on which the Shares are listed. Anyone who has the discretionary power to exercise the voting rights associated with the Shares of the Company in accordance with the preceding sentence is also subject to the notification duty. Financial intermediaries who acquire or dispose of Shares of the Company or acquisition or sale rights relating to Shares of the Company on behalf of third parties are not subject to this notification duty. A group organized pursuant to an agreement or otherwise must comply with the notification duty laid down above as a group. The group must disclose (a) its aggregate shareholdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representatives of the group. The Company is required to publish the information it receives relating to changes in the voting rights. In addition, according to Swiss law and regulation, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company (whether held directly or in ADR form) which, added to the Shares of the Company already owned, exceed 331/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must make an offer to acquire all listed Shares of the Company to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board. The offer must be made no later than two months after the percentage threshold has been exceeded and the price offered must at least be as high as the higher of (i) the highest price paid by the offeror for any purchase of Shares of the Company in the twelve months preceding the announcement of the offer and (ii) the stock exchange price of the Shares of the Company, which corresponds to the volume-weighted average price of the on-order-book trades of the last 60 trading days prior to publication of the offer. Any summary of the laws and regulations of Switzerland and of the terms of the Company’s constituent documents has been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner and (ii) these laws and regulations and the Company’s constituent documents may change after the date of the Deposit Agreement. Neither the Depositary, the Custodian, Depositary nor the Company has any obligation to update any such summaries of any of the rules and regulations described in this Section 3.5 or any of their respective agents or affiliates shall be required responsibility with respect to take any actions whatsoever on behalf of Holders or and Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwners’ compliance therewith.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Rule 144A Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding the limits imposed by under applicable law or the Articles of Association of the CompanyBylaws. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs Rule 144A GDSs where such transfer may result in the total number of Shares represented by the ADSs Rule 144A GDSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSsRule 144A GDSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs Rule 144A GDSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit AgreementBylaws. Applicable laws and regulations regulations, including those of BACEN, CVM and BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSsRule 144A GDSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs Rule 144A GDSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither None of the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement Each Holder shall be interpreted as obligating the Depositary deemed, by holding an ADS or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and owning a beneficial owners of Shares, including the Holders and Beneficial Owners of ADSsinterest therein, to satisfy reporting requirements consent to and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners agree to be bound by the provisions of ADSs are solely responsible for determining and complying with such reporting requirementsor governing any Deposited Securities (including, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationwithout limitation, file such reportsprovisions of Swiss law, and obtain such approvals to the extent and in the form required by applicable laws and regulations Company's Articles of Association as in effect from time to time. Neither time and resolutions and regulations of the DepositaryCompany's board of directors adopted pursuant to provisions of Swiss law or such Articles of Association) including, without limitation, those which require the Custodiandisclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities and the address and nationality of each Holder to the Company or impose limitations on the voting thereof and on the inscription thereof on the register of Shares with voting rights and to agree that the Company may provide for blocking voting or other rights to enforce such disclosure or enforce compliance with such limitations. The Depositary has agreed to use its reasonable efforts to comply with the Company's instructions as to Receipts in respect of any such enforcement and Holders and all persons taking and holding Receipts thereby agree to comply with all such disclosure requirements and such limitations and to cooperate with the Depositary in the Depositary's compliance with such Company instructions. The right of their respective agents or affiliates Holders to direct the voting of Deposited Securities shall be required conditioned on the disclosure to take the Company of the information referred to in this paragraph (6). Subject to certain exceptions provided by the Swiss Code of Obligations, the Company's Articles of Association or as may be permitted by the board of directors of the Company, no shareholder of the Company may for the aggregate number of Shares held or represented by such holder, directly or indirectly, exercise voting rights in respect of more than 3% of the total share capital of the Company. In addition, subject to certain exceptions as set forth above, no person may be registered as a shareholder of the Company with a right to vote for Shares which it holds, directly or indirectly, in excess of 3% of the share capital of the Company. Legal entities that are linked to one another through shareholding, voting rights, management or in any actions whatsoever on behalf of Holders other manner, as well as natural persons or Beneficial Owners legal entities acting in concert with a view to determine and satisfy circumventing such reporting requirements limit, are counted as one shareholder or obtain such regulatory approvals under applicable laws and regulationsperson for these purposes.

Ownership Restrictions. Notwithstanding any provision of this ADR Receipt or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by comply with all applicable laws and regulations provisions of Swiss law as in effect from time to time. Neither time with respect to the Depositary, the Custodian, notification to the Company and the SWX Swiss Exchange of such Holder's or Beneficial Owner's interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the Shares in which such Holder or Beneficial Owner has an interest. According to Swiss law, as in effect on the date of the Deposit Agreement, anyone who (directly, indirectly or acting in concert with third parties) for their respective agents own account acquires or affiliates shall disposes of Shares of the Company, whether held directly or in ADR form, and who thereby reaches, exceeds or falls below the thresholds of 5, 10, 20, 33, 50, or 66 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must report such holdings to the Company and to the exchange(s) on which the Shares are listed. A group of shareholders organized by contract or otherwise must comply with the disclosure obligation under the preceding sentence as a group. The group must report (a) its aggregate share holdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representations of the group. The Company is required to take publish the information it receives relating to changes in ownership of voting rights in its Shares. In addition, according to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company, whether held directly or in ADR form, and who thereby exceeds 33% of the voting rights of the Company, whether or not such voting rights may be exercised, must make a bid to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board no later than two months after the percentage threshold has been exceeded and not below 75% of the highest price paid by the Offeror for any actions whatsoever on behalf purchase of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsShares of the Company in the twelve months preceding the announcement of the offer.

Ownership Restrictions. Notwithstanding any provision of this ADR Receipt or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determinationcomply with all applicable provisions of Swiss law, file such reports, the rules and obtain such approvals to requirements of the extent SIX Swiss Exchange and in the form required by applicable laws and regulations Articles of Incorporation of the Company as in effect from time to timetime with respect to the notification to the Company and the SIX Swiss Exchange of such Holder’s or Beneficial Owner’s interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Neither Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the DepositaryShares in which such Holder or Beneficial Owner has an interest. According to Swiss law, as in effect on the Custodiandate of the Deposit Agreement, anyone who (directly, indirectly or acting in concert with third parties) acquires or disposes of Shares of the Company (whether held directly or in ADR form) or acquisition or sale rights relating to Shares of the Company and who thereby reaches, exceeds or falls below the thresholds of 3, 5, 10, 15, 20, 25, 331/3, 50, or 662/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must notify such holdings to the Company and to the stock exchange(s) on which the Shares are listed. Anyone who has the discretionary power to exercise the voting rights associated with the Shares of the Company in accordance with the preceding sentence is also subject to the notification duty. Financial intermediaries who acquire or dispose of Shares of the Company or any acquisition or sale rights relating to Shares of their respective agents or affiliates shall be required to take any actions whatsoever the Company on behalf of Holders third parties are not subject to this notification duty. A group organized pursuant to an agreement or Beneficial Owners otherwise must comply with the notification duty laid down above as a group. The group must disclose (a) its aggregate shareholdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representatives of the group. The Company is required to determine publish the information it receives relating to changes in the voting rights. In addition, according to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company (whether held directly or in ADR form) which, added to the Shares of the Company already owned, exceed 331/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must make an offer to acquire all listed Shares of the Company to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board. The offer must be made no later than two months after the percentage threshold has been exceeded and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws the price offered must at least be as high as the higher of (i) the highest price paid by the offeror for any purchase of Shares of the Company in the twelve months preceding the announcement of the offer and regulations(ii) the stock exchange price of the Shares of the Company, which corresponds to the volume-weighted average price of the on-order-book trades of the last 60 trading days prior to publication of the offer.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Bylaws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Bylaws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulation, including those of BACEN, CVM and BM&F BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to comply with some disclosure and trading standards (as of the date of the Deposit Agreement, mainly provided for in CVM Ruling no. 358/02), to satisfy reporting requirements and to obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such standards, reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make comply with such determination, standards and to file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and comply with such standards or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Estatuto of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Estatuto of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM and BM&F BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to comply with some disclosure and trading standards (as of the date of the Deposit Agreement, mainly provided for in CVM Ruling no. 358/02), to satisfy reporting requirements and to obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such standards, reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make comply with such determination, standards and to file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and comply with such standards or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit AgreementAgreement or this ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates Affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners of ADSs to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Bylaws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Bylaws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of the BACEN, the CVM, the BOVESPA and BOVESPA's Novo Mercado listing segment may require holders xxxxxxx and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer (i) might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company, or (ii) is otherwise in violation of applicable laws. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. The Depositary shall use reasonable efforts to comply with the Company's instructions in respect to any such imposition, removal or limitation as to any ADSs. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time, including, without limiting the generality of the foregoing, each Holder and each Beneficial Owner shall have regard to, and shall comply with, Part XV of the Hong Kong Securities and Futures Ordinance (as such may be amended and supplemented from time to time) and agrees to comply with all such other laws and regulations relating to the disclosure of interests in Shares as are applicable in Hong Kong or elsewhere. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions action whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. The Depositary shall use its reasonable efforts to carry out written instructions received from the Company in a timely manner with respect to the Company's adherence to, and enforcement of, Part XV of the Hong Kong Securities and Futures Ordinance and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests, including sanctions that the Company or the court in Hong Kong may authorize the Depositary to invoke in the event a Holder or a Beneficial Owner fails to provide certain requested information concerning interests in ADRs, Shares, ADSs or Deposited Securities. Such sanctions may include limitations on the transfer of such ADRs, Shares, American Depositary Shares or Deposited Securities. Enforcement of the provisions of Hong Kong law described in this Section shall be solely the responsibility of the Company. Each Holder and Beneficial Owner agrees that in relation to the acquisition of beneficial ownership or control of Shares (including Shares represented by ADSs), the Holder and Beneficial Owner shall have regard to and shall comply with the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as such code may be amended and supplemented from time to time and agrees to comply with such other laws, regulations and codes of practice applicable to the acquisition of beneficial ownership or control of Shares in Hong Kong.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the distributions of dividends, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of in this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding certain limits imposed by under applicable law or under the Company's Articles of Association of the CompanyIncorporation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs Regulation S GDSs where such transfer may would result in the total number of Shares represented by the ADSs Regulation S GDSs beneficially owned by a single Holder or Beneficial Owner, when aggregated with all other Shares beneficially owned by such Holder or Beneficial Owner (including Shares beneficially owned by affiliated owner or beneficial owner) to exceed four (4) percent of the aggregate number of shares with voting rights of the Company issued and outstanding, or any such limitsother limits under the Articles of Incorporation of the Company or applicable law with respect to which the Company may, from time to time, notify the Depositary. The Company Company, may, in its sole discretion but subject to applicable lawdiscretion, instruct the Depositary to take action with respect to the beneficial ownership interest of any Holder or Beneficial Owner who holds Regulation S GDSs in excess of the limits limitation set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer withdrawal of ADSsShares represented by Regulation S GDSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf and for the account of a Holder or Beneficial Owner of the Shares represented by the ADSs Regulation S GDSs held by such Holder or Beneficial Owner in excess of such limitationslimitations (and the cancellation of such Regulation S GDSs), if and to the extent such disposition is permitted by applicable law. Each Holder and Beneficial Owner agrees to file reports to the extent and in the form required by Korean law and the Articles of Association of the Companyregulations as may be in effect from time to time. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 of the Deposit Agreement3.05. Applicable In addition, Korean laws and regulations may require holders and beneficial owners of Sharesthe voting share capital of Korean companies, including the Holders and Beneficial Owners of ADSsOwners, to satisfy certain reporting requirements and or obtain regulatory approvals approval in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, Depositary nor the Custodian, nor the Company or Company, nor any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or such Beneficial Owners to determine and satisfy comply with such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsKorean law.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of contained in the Deposit AgreementAgreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyAssociation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyAssociation. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. Notwithstanding any provision of the Deposit AgreementAgreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. Applicable laws By accepting or holding an ADS, each Holder and regulations Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may require holders result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and beneficial owners the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, including by accepting or holding an ADR, each Holder and Beneficial Owner agrees to comply with the provisions of the DTRs, which as of the date of this Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or is deemed to hold through such person’s direct or indirect holding of financial instruments falling within DTR 5.3.1R(1) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit Agreement, the Company may restrict transfers of the Shares, Eligible Securities or securities convertible into Shares where the Company informs the Depositary that such transfer might result in ownership of Shares exceeding limits imposed by under applicable law law, the SFB, the TSE or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the certificated ADSs where such transfer may result in the total number of Shares, Eligible Securities, or securities convertible into Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability 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 Holder. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, to the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares Deposited Securities represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Estatutos of the Company; provided, however, that nothing in this ADR or the Deposit Agreement shall be construed as a requirement that the Company monitor or enforce such limits. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Estatutos of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding Holders and Beneficial Owners shall comply with any provision limitations on ownership of this ADR or Shares under the constituent documents of the Deposit Agreement, Company or applicable Australian law as if they held the number of Shares their ADSs represent. Holders and Beneficial Owners will be required to determine the requirements of the laws of Australia with respect to any limitations on ownership of Shares from time to time. Neither the Depositary nor any of its agents shall have any responsibilities with respect thereto. Holders and Beneficial Owners are advised that the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association a breach of the Company’s Constitution or applicable law (including the Telstra Act). The Company may also restrict (or require that the Depositary restrict), in such manner as it deems appropriate, transfers of the ADSs American Depositary Shares (other than transfers settled or cleared within or through the facilities of DTC) where such transfer may result in a breach of the total number of American Depositary Shares represented by the ADSs beneficially owned by a single Holder (other than Cede & Co. or Beneficial Owner to exceed another nominee of DTC) exceeding the limits set forth in the Company’s Constitution or under any such limitsapplicable law, including, without limitation, the provisions of the Telstra Act and the Company’s Constitution restricting the number of Shares, among other interests, in which any foreign person and its associates (each as defined in the Telstra Act) can hold in the Company. The Company may, in its sole discretion discretion, but subject to applicable lawlaw and the Company’s Constitution, instruct the Depositary to take action action, including selling Shares, with respect to the ownership interest of any Holder (other than Cede & Co. or Beneficial Owner in excess another nominee of DTC) with respect to the limits limitation set forth in the preceding sentence, including but not limited toto a mandatory cancellation of American Depositary Shares registered in the name of such Holder (other than Cede & Co. or another nominee of DTC) that represent the number of Deposited Securities that have been disposed of or transferred by the Company in accordance with the Company’s Constitution. At the Company’s expense, the imposition Depositary shall use its reasonable commercial efforts to effectuate such instructions from the Company. In particular, and notwithstanding anything in the Deposit Agreement or the Receipts to the contrary, (a) if the Company provides written instructions to the Depositary that the percentage of its Shares held by foreign persons and their associates (each as defined in the Telstra Act) is equal to or greater than 32.0% of its total issued and outstanding Shares, as soon as reasonably practicable after receiving such written instructions the Depositary shall limit the daily issuance of new American Depositary Shares in connection with any deposit of Shares to 0.1% of the Company’s total issued and outstanding Shares (which specific number of Shares shall be advised by the Company in such instructions), (b) if the Company provides written instructions to the Depositary that the percentage of the sum of (x) its Shares held by foreign persons and their associates (each as defined in the Telstra Act) and (y) the number of Shares that constitute Deposited Securities under the Deposit Agreement is equal to or greater than 34.0% of the Company’s total issued and outstanding Shares, as soon as reasonably practicable after receipt of such written instructions the Depositary shall not thereafter issue any American Depositary Shares in connection with any new deposit of Shares, or accept any further Shares for deposit under the Deposit Agreement, and (c) if the Company provides written instructions to the Depositary that the percentage of its Shares held directly or beneficially by a single foreign person and its associates (each as defined in the Telstra Act)—other than (i) Cede & Co. or another nominee of DTC or (ii) a broker holding such Shares for the account of another person—is equal to or greater than 4.0% of the Company’s total issued and outstanding Shares, as soon as reasonably practicable after receiving such written instructions the Depositary shall not issue any further American Depositary Shares to such foreign person and its associates (each as defined in the Telstra Act) specifically identified in such instructions (or knowingly accept for deposit under the Deposit Agreement any Shares from such foreign person and its associates), in each case until such time as the Company provides written notice to the Depositary that such restrictions no longer apply. The Depositary may rely on any written instructions provided in accordance with this paragraph as conclusive evidence of the transfer of ADSs, applicable facts without further investigation. The Depositary and the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Custodian shall have no liability to any Holder or Beneficial Owner of the Shares represented with respect to any actions taken or omitted to be taken by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Custodian in good faith in accordance with any instructions given by the Company to ensure compliance with the ownership restrictions described herein or in under Section 3.5 3.4 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR GDR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs GDSs where such transfer may result in the total number of Shares represented by the ADSs GDSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSsGDSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs GDSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSsGDSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs GDSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit AgreementAgreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the CompanyAssociation. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the CompanyAssociation. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of this ADRs and regulations without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder and Beneficial Owner agrees to provide such information as the Company may require holders request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and beneficial owners including any statutory modification or re-enactment thereof, the “Companies Act”) or the Articles of Association. By accepting or holding an ADS, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, including by accepting or holding an ADR, each Holder and Beneficial Owner agrees to comply with the provisions of the DTRs, which as of the date of this Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or is deemed to hold through such person’s direct or indirect holding of financial instruments falling within DTR 5.3.1R(1) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Bylaws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Bylaws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM and BM&FBOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to comply with some disclosure and trading standards (as of the date of the Deposit Agreement, mainly provided for in CVM Ruling no. 358/02), to satisfy reporting requirements and to obtain regulatory approvals in certain circumstances. In addition, as of the date of the Deposit Agreement, article 7 of the Company’s Bylaws requires holders of shares of common stock of the Company to notify the Company, the stock exchanges where securities issued by the Company are traded and the CVM whenever they acquire shares of common stock of the Company that, when added to those already owned, represent a percentage equal to or above five percent (5%) of the Company’s capital stock and, thereafter, whenever such holders of shares of common stock of the Company increase their interest, either by means of one or several operations, by two point five percent (2.5%) of the Company’s capital stock or by whole multiples of such percentage. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such standards, reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make comply with such determination, standards and to file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and comply with such standards or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of in this ADR Deposit Agreement or of the Deposit Agreementany Receipt, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the The Depositary or the Company shall, subject to ensure compliance applicable law, use commercially reasonable efforts to comply with the ownership restrictions described herein Company's instructions as to Receipts in respect of any such enforcement or in Section 3.5 of the Deposit Agreement. Applicable laws limitation, and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting shall comply with all such disclosure requirements and obtain regulatory approvals in certain circumstances. Holders ownership limitations and Beneficial Owners of ADSs are solely responsible for determining and complying shall cooperate with the Depositary to comply with such reporting requirements, and for obtaining such approvalsinstructions. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determinationcomply with all applicable provisions of Swiss law, file such reports, the rules and obtain such approvals to requirements of the extent SWX Swiss Exchange and in the form required by applicable laws and regulations Articles of Incorporation of the Company as in effect from time to time. Neither time with respect to the Depositary, the Custodian, notification to the Company and the SWX Swiss Exchange of such Holder's or Beneficial Owner's interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the Shares in which such Holder or Beneficial Owner has an interest. According to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) for their respective agents own account acquires or affiliates shall disposes of Shares of the Company, whether held directly or in ADR form, and who thereby reaches, exceeds or falls below the thresholds of 5, 10, 20, 33 1/3, 50, or 66 2/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must report such holdings to the Company and to the exchange(s) on which the Shares are listed. A group of shareholders organized by contract or otherwise must comply with the disclosure obligation under the preceding sentence as a group. The group must report (a) its aggregate share holdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representatives of the group. The Company is required to take publish the information it receives relating to changes in ownership of voting rights in its Shares. In addition, according to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires shares of the Company, whether held directly or in ADR form, and who thereby exceeds 33 1/3 of the voting rights of the Company, whether or not such voting rights may be exercised, must make a bid to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board no later than two months after the percentage threshold has been exceeded and not below 75% of the highest price paid by the offeror for any actions whatsoever purchase of Shares of the Company in the twelve months preceding the announcement of the offer, but in any event not lower than the average opening price announced by a Swiss stock exchange on behalf each of Holders or Beneficial Owners the 30 trading days prior to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsthe publication of the offer.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Articles of Association or applicable English law as if they held the number of Shares their American Depositary Shares represent. The Company shall inform the Owners, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability 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 Holder. Notwithstanding any provision of this ADR the Deposit Agreement or of the Deposit AgreementADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may restrict transfers of request in a disclosure notice (a "Disclosure Notice") given pursuant to the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof and regulations issued thereunder, the "Companies Act") or the Articles of Association of the Company. The Company may also restrictBy accepting or holding an ADR, in such manner as each Holder acknowledges that it deems appropriate, transfers of the ADSs where such transfer understands that failure to comply with a Disclosure Notice may result in the total number imposition of Shares represented by sanctions against the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess holder of the limits set forth Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the preceding sentenceCompanies Act and the Articles of Association which currently include, including but not limited to, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer of ADSssuch Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner provisions of the Shares represented AIM Rules for Companies issued by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law London Stock Exchange plc and the Articles of Association of United Kingdom Disclosure and Transparency Rules (as the Company. Nothing herein or in the Deposit Agreement shall case may be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect amended from time to time. Neither the Depositary, the Custodian, "Disclosure Regulations") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or any holds or is deemed to hold through his direct or indirect holding of their respective agents certain financial instruments (or affiliates shall a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the Disclosure Regulations. Any notification under the Disclosure Regulations must be required effected as soon as possible, but not later than two trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to take any actions whatsoever the circumstances, should have learned of it, regardless of the date on behalf which the acquisition, disposal or possibility of Holders exercising voting rights takes effect, or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations(b) is informed of the event mentioned in (ii) above.

Ownership Restrictions. Notwithstanding any other provision of in this ADR Deposit Agreement or of the Deposit Agreementany Receipt, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the The Depositary or the Company shall, subject to ensure compliance applicable law, use commercially reasonable efforts to comply with the ownership restrictions described herein Company's instructions as to Receipts in respect of any such enforcement or in Section 3.5 of the Deposit Agreement. Applicable laws limitation, and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting shall comply with all such disclosure requirements and obtain regulatory approvals in certain circumstances. Holders ownership limitations and Beneficial Owners of ADSs are solely responsible for determining and complying shall cooperate with the Depositary to comply with such reporting requirements, and for obtaining such approvalsinstructions. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by comply with all applicable laws and regulations provisions of Swiss law as in effect from time to time. Neither time with respect to the Depositary, the Custodian, notification to the Company and the SWX Swiss Exchange of such Holder's or Beneficial Owner's interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the Shares in which such Holder or Beneficial Owner has an interest. According to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) for their respective agents own account acquires or affiliates shall disposes of Shares of the Company, whether held directly or in ADR form, and who thereby reaches, exceeds or falls below the thresholds of 5, 10, 20, 33, 50, or 66 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must report such holdings to the Company and to the exchange(s) on which the Shares are listed. A group of shareholders organized by contract or otherwise must comply with the disclosure obligation under the preceding sentence as a group. The group must report (a) its aggregate share holdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representations of the group. The Company is required to take publish the information it receives relating to changes in ownership of voting rights in its Shares. In addition, according to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company, whether held directly or in ADR form, and who thereby exceeds 33% of the voting rights of the Company, whether or not such voting rights may be exercised, must make a bid to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board no later than two months after the percentage threshold has been exceeded and not below 75% of the highest price paid by the Offeror for any actions whatsoever on behalf purchase of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsShares of the Company in the twelve months preceding the announcement of the offer.

Ownership Restrictions. Notwithstanding any provision of this ADR Receipt or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determinationcomply with all applicable provisions of Swiss law, file such reports, the rules and obtain such approvals to requirements of the extent SWX Swiss Exchange and in the form required by applicable laws and regulations Articles of Incorporation of the Company as in effect from time to time. Neither time with respect to the Depositary, the Custodian, notification to the Company and the SWX Swiss Exchange of such Holder's or Beneficial Owner's interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the Shares in which such Holder or Beneficial Owner has an interest. According to Swiss law, as in effect on the date of the Deposit Agreement, anyone who (directly, indirectly or acting in concert with third parties) for their respective agents own account acquires or affiliates shall disposes of Shares of the Company, whether held directly or in ADR form, and who thereby reaches, exceeds or falls below the thresholds of 5, 10, 20, 33 (1)/3, 50, or 66 (2)/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must report such holdings to the Company and to the exchange(s) on which the Shares are listed. A group of shareholders organized by contract or otherwise must comply with the disclosure obligation under the preceding sentence as a group. The group must report (a) its aggregate share holdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representatives of the group. The Company is required to take publish the information it receives relating to changes in ownership of voting rights in its Shares. In addition, according to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company, whether held directly or in ADR form, and who thereby exceeds 33 (1)/3% of the voting rights of the Company, whether or not such voting rights may be exercised, must make a bid to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board no later than two months after the percentage threshold has been exceeded and not below 75% of the highest price paid by the offeror for any actions whatsoever purchase of Shares of the Company in the twelve months preceding the announcement of the offer but in any event not below the average opening price announced by a Swiss stock exchange on behalf each of Holders or Beneficial Owners the 30 trading days prior to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationspublication of the offer.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company The Issuer may restrict transfers of the Shares where such transfer might result in ownership a breach of Shares exceeding limits imposed by the Issuer's Constitution or applicable law or (including the Articles of Association of the CompanyTelstra Act). The Company Issuer may also restrict (or require that the Depositary restrict), in such manner as it deems appropriate, transfers of the ADSs American Depositary Shares where such transfer may result in a breach of the total number of American Depositary Shares represented by the ADSs beneficially owned by a single Holder Owner or Beneficial Owner to exceed exceeding the limits set forth in the Issuer's Constitution or under any such limitsapplicable law, including, without limitation, the provisions of the Telstra Act and the Issuer's Constitution restricting the number of Shares, among other interests, in which any foreign person and its associates (as defined in the Telstra Act) can hold in the Issuer. The Company Issuer may, in its sole discretion but subject to applicable lawdiscretion, instruct the Depositary to take action action, including selling Shares, with respect to the ownership interest of any Holder or Beneficial Owner in excess of with respect to the limits limitation set forth in the preceding sentence, including but not limited to, a mandatory cancellation of American Depositary Shares registered in the imposition name of restrictions on such Owner that represent the transfer number of ADSs, Deposited Securities that have been disposed of or transferred by the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder Issuer in accordance with the Issuer's Constitution. The Depositary shall use its reasonable efforts to effectuate such instructions from the Issuer. The Depositary and the Custodian shall have no liability to any Owner or Beneficial Owner of the Shares represented with respect to any actions taken or omitted to be taken by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company Custodian in good faith in accordance with any instructions given by the Issuer under this Section 3.05. Notwithstanding any other provision of this Deposit Agreement, including Articles 2 and 5 hereof, (a) the Depositary shall not issue any Receipts in connection with any deposit of Shares pursuant to Section 2.02 where with respect to such deposit of Shares any Disposal Notice would become issuable under the Issuer's Constitution and/or the Telstra Act for purposes of enforcing compliance with the foreign ownership restrictions of the Telstra Act and (b) in the event any Receipt is issued in breach of clause (a), the Depositary shall take, and shall bear all costs and suffer all losses in connection with, notwithstanding the provisions of Section 5.08, all action was not issuable with respect to the relevant Shares, that the Issuer may deem necessary or appropriate to (i) cure such breach, including itself purchasing and surrendering for cancellation the relevant number of Receipts and disposing of the underlying Shares, or where the relevant Receipts remain registered in the name of the person to whom they were issued in breach of clause (a), re-transferring the relevant Receipts to that person and canceling such Receipts, (and may not, in taking any such action, take any step which, under the Rules, would only be permitted if a Disposal Notice was not issuable with respect to the relevant Shares, or (ii) otherwise to ensure compliance with the requirements of the Issuer's Constitution and/or the Telstra Act for purposes of enforcing compliance with the foreign ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Telstra Act, provided, that the Depositary shall be entitled to rely in complying with the foregoing clause (a), and regulations may require holders the Depositary shall not be liable pursuant to the foregoing clause (b), where it has acted in good faith in reliance on information provided by the Issuer (or the appointed agent of the issuer for transfer and beneficial owners registration of Shares, including the Holders and Beneficial Owners ) as to whether a Disposal Notice is issuable with respect to any deposit of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsShares.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Bylaws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Bylaws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of BACEN, CVM and BM&F BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to comply with some disclosure and trading standards (as of the date of the Deposit Agreement, mainly provided for in CVM Ruling no. 358/02), to satisfy reporting requirements and to obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such standards, reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make comply with such determination, standards and to file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and comply with such standards or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the constituent documents of the Company or applicable English law or rules of any applicable regulatory authority as if they held the number of Shares their ADSs represent. The Company shall inform the Holders, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. To the extent that the Company's constituent documents, the provisions of or governing the Deposited Securities or applicable laws may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities or Shares, and may provide for blocking transfer, voting or other rights to enforce such disclosure requirements or ownership limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary's only obligations under Section 3.4 of the Deposit Agreement shall be to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and to consult with, and provide reasonable assistance without risk, liability 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 Holder. Notwithstanding any provision of this ADR or of the Deposit AgreementAgreement or in this Receipt and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may restrict transfers of request in a disclosure notice (a "Disclosure Notice") given pursuant to the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law UK Companies Axx 0000 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company's constituent documents. The Company may also restrictBy accepting or holding a Receipt, in such manner as each Holder acknowledges that it deems appropriate, transfers of the ADSs where such transfer understands that failure to comply with a Disclosure Notice may result in the total number imposition of Shares represented by sanctions against the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess holder of the limits set forth Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the preceding sentenceCompanies Act or the Company's constituent documents, including but not limited to, which as of the date of the Deposit Agreement include the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder and Beneficial Owner agrees to comply with the provisions of ADSsthe UK Disclosure and Transparency Rules (as amended from time to time and including any statutory modification or re-enactment thereof, the removal "DTRs"), which as of the date of the Deposit Agreement provide, inter alia, that a person must notify the Company of the percentage of its voting rights which such person holds as a shareholder or limitation is deemed to hold through such person's direct or indirect holding of certain financial instruments (as defined in the DTRs) (or a combination of such holdings) if the percentage of such voting rights (i) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights or mandatory sale or disposition and on behalf the basis of a information disclosed by the Company in accordance with the DTRs. Such notification must be effected as soon as possible, but not later than two trading days after the date on which the Holder or Beneficial Owner (as the case may be) (a) learns of the Shares represented by acquisition or disposal or of the ADSs held by such Holder possibility of exercising voting rights, or Beneficial Owner in excess of such limitationson which, if and having regard to the extent such disposition is permitted by applicable law and the Articles circumstances, should have learned of Association it, regardless of the Companydate on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. Nothing herein or in the Deposit Agreement The Depositary shall be interpreted as obligating the Depositary or the Company under no obligation to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of inform Holders or Beneficial Owners about the requirements of any law, rule and/or regulation or any changes therein or thereto, including, without limitation, any law, rule and/or regulation giving rise to determine and satisfy such reporting requirements a disclosure obligation or obtain such regulatory approvals under ownership limitation, nor shall the Depositary have any responsibility to ensure compliance, or liability with respect to any non-compliance, by Holders or Beneficial Owners with the provisions hereof or with respect to any applicable laws and regulationslaw, rule and/or regulation.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the The Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding the limits imposed by applicable law or under the Articles articles of Association incorporation of the CompanyCompany or applicable laws, or where such transfer would result in a deposit hereunder which is not permitted under Section 2.02. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs American Depositary Shares registered on the books of the Depositary in the name of a specified Owner where such transfer may result in cause the total number of Shares represented by the ADSs American Depositary Shares beneficially owned by a single Holder or Beneficial Owner, when aggregated with all other Shares beneficially owned by such Owner (including Shares beneficially owned by affiliates of such Owner), to exceed four (4) percent of the aggregate number of shares with voting rights of the Company issued and outstanding, or any other limits under the articles of incorporation of the Company or applicable law with respect to which the Company may, from time to time, notify the Depositary. To the extent that the provisions of or governing any Deposited Securities may impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Owners and all persons holding Receipts agree to comply with all such ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company may, reserves the right to instruct Owners to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner thereof as a holder of Shares and Owners agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its sole discretion but subject efforts to applicable lawinform Owners of the Company’s exercise of its rights under this Section 3.05 and agrees to consult with, instruct and provide reasonable assistance without risk, liability or expense on the part of the Depositary to take action to, the Company on the manner or manners in which it may enforce such rights with respect to any Owner. Notwithstanding anything in this Deposit Agreement to the contrary, under no circumstances shall the restrictions on ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal this Section 3.05 authorize or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating require the Depositary or the Company to ensure compliance with seek to void, nullify or rescind any sale or transfer of American Depositary Shares effected over the ownership restrictions described herein New York Stock Exchange or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsDTC system.

Ownership Restrictions. Notwithstanding any other provision of contained in this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and (if required) the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws Notwithstanding any provision of the Deposit Agreement or of the ADRs and regulations may require holders without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder and (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company reserves the right to instruct Holders and beneficial owners Beneficial Owners to deliver their ADSs for cancellation and withdrawal of Shares, including the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of ADSs, the Company’s exercise of its rights under this paragraph and agrees to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirementsconsult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders Holder or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwner.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of in the Deposit AgreementAgreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in this Section 3.5 3.5. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposit Agreement. Applicable laws Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, agree to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying comply with such reporting requirementsinstructions; provided the instruction for such delivery is distributed to the applicable Holders at least thirty (30) days prior to the date fixed in such instruction for such delivery. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationprovide reasonable assistance without risk, file such reports, and obtain such approvals to liability or expense on the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither part of the Depositary, the Custodian, to the Company on the manner or manners in which it may enforce such rights with respect to any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsHolder.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s Articles of Association, as they may be amended from time to time, and the laws of the Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Company with respect to Shares represented by ADSs, and the Company shall, as soon as practicable, forward such notification if applicable, to the Autorité des Marchés Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.

Ownership Restrictions. Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Estatutos of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Estatutos of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement Each Holder shall be interpreted as obligating the Depositary deemed, by holding an ADS or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and owning a beneficial owners of Shares, including the Holders and Beneficial Owners of ADSsinterest therein, to satisfy reporting requirements consent to and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners agree to be bound by the provisions of ADSs are solely responsible for determining and complying with such reporting requirementsor governing any Deposited Securities (including, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determinationwithout limitation, file such reportsprovisions of Swiss law, and obtain such approvals to the extent and in the form required by applicable laws and regulations Company's Articles of Association as in effect from time to time. Neither time and resolutions and regulations of the DepositaryCompany's board of directors adopted pursuant to provisions of Swiss law or such Articles of Association) including, without limitation, those which require the Custodiandisclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities and the address and nationality of each Holder to the Company or impose limitations on the voting thereof and on the inscription thereof on the register of Shares with voting rights and to agree that the Company may provide for blocking voting or other rights to enforce such disclosure or enforce compliance with such limitations. The Depositary shall use its reasonable efforts to comply with the Company's instructions as to Receipts in respect of any such enforcement and Holders and all persons taking and holding Receipts thereby shall comply with all such disclosure requirements and such limitations and shall cooperate with the Depositary's compliance with such Company instructions. The right of their respective agents or affiliates Holders to direct the voting of Deposited Securities shall be required conditioned on the disclosure to take the Company of the information referred to in this Section (6). Subject to certain exceptions provided by the Swiss Code of Obligations, the Company's Articles of Association or as may be permitted by the board of directors of the Company, no shareholder of the Company may for the aggregate number of Shares held or represented by such holder, directly or indirectly, exercise voting rights in respect of more than 3% of the total share capital of the Company. In addition, subject to certain exceptions as set forth above, no person may be registered as a shareholder of the Company with a right to vote for Shares which it holds, directly or indirectly, in excess of 3% of the share capital of the Company. Legal entities that are linked to one another through shareholding, voting rights, management or in any actions whatsoever on behalf of Holders other manner, as well as natural persons or Beneficial Owners legal entities acting in concert with a view to determine and satisfy circumventing such reporting requirements limit, are counted as one shareholder or obtain such regulatory approvals under applicable laws and regulationsperson for these purposes.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association and By-laws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association and By-laws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of the Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Company with respect to Shares represented by ADSs, and the Company shall, as soon as practicable, forward such notification if applicable, to the Autorite des Marches Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association constitution or similar document of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association constitution or similar document of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Under New Zealand law, persons who hold a relevant interest (as defined in the Securities Market Act 1988 (New Zealand)) in 5% or more of a class of securities of the Company (including persons who hold such interest through the holding of ADSs) are required to give written notice of their relevant interest and certain changes (including any movement of 1% or more) in their relevant interest to the Company, and to the New Zealand Exchange Limited (in accordance with the Securities Markets (Substantial Security Holders) Regulations 2007) as soon as the person knows or ought to know of their relevant interest exceeding the threshold or the change. Holders and Beneficial Owners of ADSs are solely responsible for filing any such notice required under New Zealand law with respect to their beneficial interest in ADSs. The Depositary shall instruct the Custodian to file such notices as may be separately required of the Custodian under New Zealand law with respect to such relevant interest, if and when the Custodian has sufficient knowledge of such relevant interest to give rise to such filing requirement.

Ownership Restrictions. Notwithstanding any provision of this ADR or of the Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Bylaws of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Bylaws of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement. Applicable laws and regulations regulations, including those of the BACEN, the CVM and the BOVESPA, may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements, requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Ownership Restrictions. Notwithstanding any other provision of in this ADR Deposit Agreement or of the Deposit Agreementany Receipt, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association Incorporation of the Company. Nothing herein or in The Depositary shall, subject to applicable law, to the Deposit Agreement shall be interpreted as obligating the Depositary or the Company extent practicable, use commercially reasonable efforts to ensure compliance comply with the ownership restrictions described herein Company’s instructions as to Receipts in respect of any such enforcement or in Section 3.5 of the Deposit Agreement. Applicable laws limitation, and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting shall comply with all such disclosure requirements and obtain regulatory approvals in certain circumstances. Holders ownership limitations and Beneficial Owners of ADSs are solely responsible for determining and complying shall cooperate with the Depositary to comply with such reporting requirements, and for obtaining such approvalsinstructions. Each Holder and each Beneficial Owner hereby of a Receipt agrees to make such determinationcomply with applicable Swiss law or regulation, file such reportsthe rules and requirements of the SIX Swiss Exchange, the Nasdaq Stockholm and obtain such approvals to the extent and in Articles of Incorporation of the form required by applicable laws and regulations Company as in effect from time to timetime with respect to the notification to the Company, the SIX Swiss Exchange and the Nasdaq Stockholm of such Holder’s or Beneficial Owner’s interest in Shares, as if such Holder or Beneficial Owner were an owner of the Shares represented by the ADSs owned by such Holder or Beneficial Owner. Each Holder and each Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights in respect of the Shares in which such Holder or Beneficial Owner has an interest. According to Swiss law and regulation, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires or disposes of Shares of the Company (whether held directly or in ADR form) or acquisition or sale rights relating to Shares of the Company and who thereby reaches, exceeds or falls below the thresholds of 3, 5, 10, 15, 20, 25, 331/3, 50, or 662/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must notify such holdings to the Company and to the stock exchange(s) on which the Shares are listed. Anyone who has the discretionary power to exercise the voting rights associated with the Shares of the Company in accordance with the preceding sentence is also subject to the notification duty. Financial intermediaries who acquire or dispose of Shares of the Company or acquisition or sale rights relating to Shares of the Company on behalf of third parties are not subject to this notification duty. A group organized pursuant to an agreement or otherwise must comply with the notification duty laid down above as a group. The group must disclose (a) its aggregate shareholdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representatives of the group. The Company is required to publish the information it receives relating to changes in the voting rights. In addition, according to Swiss law and regulation, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company (whether held directly or in ADR form) which, added to the Shares of the Company already owned, exceed 331/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must make an offer to acquire all listed Shares of the Company to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board. The offer must be made no later than two months after the percentage threshold has been exceeded and the price offered must at least be as high as the higher of (i) the highest price paid by the offeror for any purchase of Shares of the Company in the twelve months preceding the announcement of the offer and (ii) the stock exchange price of the Shares of the Company, which corresponds to the volume-weighted average price of the on- order-book trades of the last 60 trading days prior to publication of the offer. Any summary of the laws and regulations of Switzerland and of the terms of the Company’s constituent documents has been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner and (ii) these laws and regulations and the Company’s constituent documents may change after the date of the Deposit Agreement. Neither the Depositary, the Custodian, Depositary nor the Company has any obligation to update any such summaries of any of the rules and regulations described in this Section 3.5 or any of their respective agents or affiliates shall be required responsibility with respect to take any actions whatsoever on behalf of Holders or and Beneficial Owners to determine and satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulationsOwners’ compliance therewith.