Common use of Representations and Warranties of Depositors Clause in Contracts

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paidpaid and outstanding, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and Securities, (v) the Certificates of Payment Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired or been validly waived. Such representations and warranties shall survive the deposit and withdrawal of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof Shares and the issuance, cancellation and transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. Each Holder and Beneficial Owner further agrees to indemnify the Depositary, the Company, any Custodian, and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses (as defined in Section 5.8 of the Deposit Agreement) which any of them may incur or which may be made against any of them as a result of or in connection with the foregoing representations and warranties.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except (as contemplated in Section 2.14 of the Deposit Agreement), and (vvi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates Whenever the Company shall deposit any Certificate of Payment under the this Deposit Agreement the Company shall be deemed thereby to represent and warrant that (i) such Certificates Certificate of Payment are is, and the Shares to be received in exchange for the Certificate of Payment will be, duly authorized, validly issued, fully paid, non-assessable and legally obtained by such personobtained, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates Certificate of Payment has been, and with respect to the Shares to be received in exchange for the Certificate of Payment will have been been, validly waived or exercised, (iii) the person making such deposit is Company has duly authorized the issuance of the Shares to make such be delivered in exchange for the Payment Certificate so presented for deposit, (iv) the Certificates Certificate of Payment presented for deposit are is, and the Shares to be deposited upon the exchange of the Certificates of Payment for Shares will be, free and clear of any lien, encumbrance, security interest, chargechange, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates Certificate of Payment presented for deposit has not been, and the Shares to be deposited upon the exchange for the Certificate of Payment will not have not been been, stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates any Certificate of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof Shares and the issuance, cancellation and transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner agrees that the Depositary shall be relying on such representations and warranties of such Holder or Beneficial Owner and such Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of the harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with any such representations or warranties being false in any way.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except (as contemplated in Section 2.14 of the Deposit Agreement), and (vvi) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vii) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner that received ADSs or to whom or upon whose order ADSs were issued on the deposit of Shares agrees and understands that the Depositary shall be relying on the representations set forth herein with respect to each such deposit and person(s) and, as a result thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations and warranties.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement)Securities, and (v) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof Shares and the issuance, cancellation and transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner that received American Depositary Shares or to whom or upon whose order American Depositary Shares were issued on the deposit of Shares agrees and understands that the Depositary shall be relying on the representations set forth herein with respect to each such deposit and person(s) and, as a result thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations and warranties.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof Shares and the issuance, cancellation and transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner that received American Depositary Shares or to whom or upon whose order American Depositary Shares were issued on the deposit of Shares agrees and understands that the Depositary shall be relying on the representations set forth herein with respect to each such deposit and person(s) and, as a result thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations and warranties.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) it is not an Affiliate of the Company, (ii) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (iiiii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iiiiv) the person making such deposit is duly authorized so to make such depositdo, (ivv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (vvi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof Shares and the issuance, cancellation and transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. Holders and Beneficial Owners receiving American Depositary Shares upon the deposit of any Shares for which the above representations are deemed to have been made each agree to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as defined in Section 5.8) that arise from any representation or warranty being false in any way. The obligations of Holders and Beneficial Owners of Receipts under this Article (7) shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor each certificate therefor, if any, are duly and validly authorized, validly issuedissued and outstanding, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement)claim, and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and or cancellation of Receipts, transfers of such ADSs and adjustments in the Depositary’s records in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSsthereof. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. Each person depositing Shares, taking delivery of or transferring Receipts or any beneficial interest therein, or surrendering Receipts or any beneficial interest therein and withdrawing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares or Receipts are not Restricted Securities and that any such deposit, transfer or surrender and withdrawal is not restricted under the Securities Act and is in accordance with the applicable restrictions and conditions on transferability set forth in the Deposit Agreement, in each case in accordance with any applicable securities laws of any State of the United States. Such representations and warranties shall survive any such deposit, transfer or surrender and withdrawal of the Shares or the Receipts or beneficial interest therein.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor each certificate therefor, if any, are duly and validly authorized, validly issuedissued and outstanding, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement)claim, and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and or cancellation of Receipts, transfers of such ADSs and adjustments in the Depositary’s records in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSsthereof. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. Each person depositing Shares, taking delivery of or transferring Receipts or any beneficial interest therein, or surrendering Receipts or any beneficial interest therein and withdrawing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares or Receipts are not Restricted Securities and that any such deposit, transfer or surrender and withdrawal is not restricted under the Securities Act and is in EXHIBIT (a)(2) accordance with the applicable restrictions and conditions on transferability set forth in the Deposit Agreement, in each case in accordance with any applicable securities laws of any State of the United States. Such representations and warranties shall survive any such deposit, transfer or surrender and withdrawal of the Shares or the Receipts or beneficial interest therein.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and Securities, (v) the Certificates of Payment Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but the lock-up restrictions imposed thereunder have expired or been validly waived. Such representations and warranties shall survive the deposit and withdrawal of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof Shares and the issuance, cancellation and transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with the foregoing representations and warranties.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and Securities, (v) the Certificates of Payment Shares presented for deposit have not been stripped of any rights or entitlements, and (vi) it is in compliance, and shall at all times comply, with the Telstra Act and the constitution of the Company (the "Constitution") with respect to all Shares, American Depositary Shares, Receipts and Deposited Securities. Such representations and warranties shall survive the deposit and withdrawal of Certificates of PaymentShares, the issuance and cancellation of Temporary COP ADSs American Depositary Shares in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSsAmerican Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, every Holder and Beneficial Owner agrees that the Depositary and the Company shall be relying on such representations and warranties and every such Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as defined in Section 5.8 of the Deposit Agreement) which any of them may incur or which may be made against any of them as a result of or in connection with any such representations or warranties being false or misleading in any way.

Representations and Warranties of Depositors. Each Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represents and warrant that warrants that: (i) such Shares and the certificates therefor are duly authorized, validly issuedissued and outstanding, fully paid, non-assessable nonassessable and legally obtained by such person, (ii) all preemptive (pre-emptive and similar) comparable rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement)claim, and (v) except for persons depositing Restricted Shares against the issuance of Restricted ADSs as contemplated by, and in accordance with, Section 3(e) of the Deposit Agreement, such Shares (A) are not Restricted Securities unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. Except for persons depositing Restricted Shares against the issuance of Restricted ADSs as contemplated by, and in accordance with, Section 3(e) of the Deposit Agreement, to the extent the person depositing Shares is an “affiliate” of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 which enable the Shares presented for deposit to be freely sold (in the form of ADSs) will be fully complied with, or the ADSs have been sold pursuant to an effective registration statement under the Securities Act of 1933 covering the resale of such ADSs and the Shares represented thereby, and in either case, as a result thereof, all of the ADSs issued in respect of such Shares will not been stripped of any rights or entitlementsbe on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares, Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby The Depositary may refuse to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making accept for such deposit is duly authorized any Shares identified by the Company in order to make such deposit, (iv) facilitate compliance with the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 requirements of the Deposit Agreement) securities laws, rules and (v) regulations in the Certificates United States, including the Securities Act of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof1933.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement)Securities, and (v) the Shares presented for deposit have not been stripped of any rights or entitlements, (vi) all conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with the rules and regulations of, any applicable governmental agency, (vii) all other certifications provided by such person in connection with such deposit are true, complete and correct in all respects . Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. Each person depositing Shares further agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents, and Affiliates against, and hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with the foregoing representations and warranties (whether or not such person is a Holder or Beneficial Owner when such Losses are incurred or a claim made with respect to such Losses is brought).

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (v) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and Securities, (v) the Certificates of Payment Shares presented for deposit have not been stripped of any rights or entitlements, and (vi) it is in compliance, and shall at all times comply, with the Telstra Act and the constitution of the Company (the “Constitution”) with respect to all Shares, American Depositary Shares, Receipts and Deposited Securities. Such representations and warranties shall survive the deposit and withdrawal of Certificates of PaymentShares, the issuance and cancellation of Temporary COP ADSs American Depositary Shares in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSsAmerican Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, every Holder and Beneficial Owner agrees that the Depositary and the Company shall be relying on such representations and warranties and every such Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as defined in Section 5.8 of the Deposit Agreement) which any of them may incur or which may be made against any of them as a result of or in connection with any such representations or warranties being false or misleading in any way.

Representations and Warranties of Depositors. Each person depositing Shares CUFS under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares CUFS (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable non‑assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such CUFS (and the Shares represented thereby), have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, CUFS (and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement), and (vShares represented thereby) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and Securities, (v) the Certificates of Payment CUFS (and the Shares represented thereby) presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) the CUFS (and the Shares represented thereby) are not subject to any lock‑up agreement with the Company or other party, or the CUFS (and the Shares represented thereby) are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired or been validly waived. Such representations and warranties shall survive the deposit and withdrawal of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof CUFS and the issuance, cancellation and transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, Shares, Certificates of Payment or Entitlement Certificatesdepositing CUFS, to take any and all actions necessary to correct the consequences thereof.

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to make such depositdo, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except (as contemplated in Section 2.14 of the Deposit Agreement)Securities, and (v) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) that such person is not an Affiliate or, if such person is an Affiliate that the Shares or other Deposited Securities being deposited are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). To the extent an Affiliate is or becomes a Holder or Beneficial Owner, such Affiliate represents that it shall not (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Such representations and warranties shall survive the deposit and withdrawal of Shares, Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. Each person depositing Certificates of Payment under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Certificates of Payment are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Certificates of Payment have been validly waived or exercised, (iii) the person making such deposit is duly authorized to make such deposit, (iv) the Certificates of Payment presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary COP ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement) and (v) the Certificates of Payment presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Certificates of Payment, the issuance and cancellation of Temporary COP ADSs in respect thereof and the transfer of such Temporary COP ADSs. Each person depositing Entitlement Certificates under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Entitlement Certificates are duly authorized, validly issued, fully paid and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Entitlement Certificates have been validly waived or exercised, (iii) the person making such deposit is duly authorized to do so, (iv) the Entitlement Certificates presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the Temporary EC ADSs issuable upon such deposit will not be, Restricted Securities and (v) the Entitlement Certificates presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Entitlement Certificates, the issuance and cancellation of Temporary EC ADSs in respect thereof and the transfer of such Temporary EC ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing, depositing Shares, Certificates of Payment or Entitlement Certificates, to take any and all actions necessary to correct the consequences thereof.