Common use of Suspension of Delivery, Transfer, etc Clause in Contracts

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of a Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. The delivery of Receipts against deposits of Shares generally or of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended during any period when the transfer books of the Depositary, the shareholders' register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSD, in good faith, at any time or from time to time. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or combination, surrender of any Receipt or GDR for the purpose of withdrawal of any Deposited SecuritiesSecurities or adjustment to the Depositary's records in order to reflect deposits of Shares or such transfer, surrender or withdrawal, the Depositary or the Custodian may require (i) payment from the depositor of Shares or the presenter of a Receipt GDR or the depositor presenter of Shares written instructions, of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, require (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of ReceiptsGDRs, a signature guarantee in accordance with industry practice, and may also require (iii) compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. The After consultation with the Company, the delivery of Receipts against GDRs against, or adjustments in the records of the Depositary to reflect, deposits of Shares generally or of particular Shares may be suspended or withheld, or the registration of transfer of Receipts GDRs in particular instances may be refused, or the registration of transfer generally may be suspended suspended, or the surrender of outstanding GDRs or the receipt of Withdrawal Instructions from any person having a beneficial interest in Book-Entry GDSs represented by the Master GDR for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary, the shareholders' register of Depositary or the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary Company or the CSDDepositary, in good faith, at any time or from time to time. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt ADS, the delivery of any distribution thereon or withdrawal of any Deposited SecuritiesProperty, the Depositary or the Custodian may require (a) payment from the presenter of a Receipt or the depositor of Shares or presenter of ADSs or of any ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees charges as herein providedprovided in Section 5.09, and mayin Exhibit B hereof, but is not obligated to, require (b) the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on or any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, matter contemplated by Section 3.01 hereof and may also require (c) compliance with (i) any laws or governmental regulations relating to depositary receipts in general the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited SecuritiesSecurities and (ii) such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement and applicable law. The delivery issuance of Receipts ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or the Delivery of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts ADSs in particular instances may be refused, or the registration of transfer transfers of ADSs generally may be suspended suspended, during any period when the transfer books of the DepositaryCompany, the shareholders' register of the Company (Depositary or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD Share Registrar are closed, closed or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of this Deposit Agreement or provisions of or governing Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject in all cases, to Section 7.08 hereof. Notwithstanding anything else herein any provision of this Deposit Agreement or any ADR to the contrary, Holders are entitled to surrender outstanding ADSs and to withdraw the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but at any time subject only as required in connection with to (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (Company or the appointed agent or agents for such issuer for the transfer and registration deposit of such Deposited Securities) Shares in connection with voting at a shareholders' ’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts ADRs or to the withdrawal of the Deposited Securities or Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). The Depositary shall comply with written instructions of the Company that the Depositary shall not accept hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States. Without limitation of the foregoing and except as set forth in Section 2.12, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act unless a registration statement is in effect as to such Shares or other Deposited Securities or the Depositary receives satisfactory documentation that such share or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or Deposited Securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of a Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and may, but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. The delivery of Receipts against deposits of Shares Stock generally or against deposits of particular Shares Stock may be suspended or withheldsuspended, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts generally may be suspended suspended, during any period when the transfer books register of the Depositary, the shareholders' register shareholders of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are is closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time because of any requirement of law or of any government or governmental body or commission or under any provision of the Deposit Agreement. The Depositary may issue Receipts against rights to receive Stock from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Stock ownership or transactions. The Depositary may issue Receipts against other rights to receive Stock (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Stock is deposited; (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Stock to the Depositary, and shall not dispose of such Stock other than in satisfaction of the pre-release (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 20% of Stock actually deposited. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Stock, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary or the CSD, in good faith, at will not knowingly accept any time or from time to time. Notwithstanding anything else herein Stock which would be subject to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books registration provisions of the Depositary or the issuer Securities Act of any Deposited Securities (or the appointed agent or agents for 1933, as amended, unless a registration statement is in effect as to such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Stock.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or the withdrawal of any Deposited SecuritiesSecurities the Depositary, the Depositary Company or the Custodian may require payment from the Holder, the presenter of a Receipt or the depositor of Shares (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares CPOs being deposited or withdrawn) and payment of any applicable fees charges of the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as herein providedset forth in Exhibit B to this Deposit Agreement; (ii) compliance with such reasonable regulations, if any, as the Depositary and may, but is not obligated to, require the Company may establish consistent with the provisions of this Deposit Agreement; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification certificate or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, to in the case of Receipts, a signature guarantee in accordance with standard industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. The delivery of Receipts against deposits of Shares CPOs generally or of particular Shares CPOs may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the transfer books of the DepositaryDepositary (or the appointed agent of the Depositary for the transfer and registration of ADSs), the shareholders' register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD Trust are closed, or if any such action is deemed necessary or advisable by the Company, Company or the Depositary or the CSD, in good faith, Trustee at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission or for any other reason. Notwithstanding anything else herein to the contraryany other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration deposit of such Deposited Securities) Shares in connection with voting at a shareholders' meeting meeting, or the payment of dividends, (ii) payment of fees, taxes and similar charges, or (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Securities.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (a) payment from the presenter of a Receipt or the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax (including any Stamp Tax) or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein providedprovided herein, and mayor in Exhibit B to this Deposit Agreement, but is not obligated to, require (b) the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on or any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, matter contemplated by Section 3.01 hereof and may also require (c) compliance with (i) any laws or governmental regulations relating to depositary receipts in general Receipts or to the withdrawal of Deposited SecuritiesSecurities and (ii) such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, Section 7.08 hereof. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended suspended, during any period when the register or transfer books of the DepositaryCompany, the shareholders' register of the Company (Depositary or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD Share Registrar are closed, closed or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of this Deposit Agreement or the provision of or governing Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject in all cases to Section 7.08 of this Deposit Agreement. Notwithstanding anything else herein any provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may not be suspended or refused, except as permitted in General Instruction IA(1) to Form F-6 (as such instruction may be suspended, but only as required amended from time to time) under the Securities Act of 1933 in connection with (i) temporary delays caused by closing relating to the transfer books deposit of the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) Shares in connection with voting at a shareholders' meeting meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities (a) that are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares or other Deposited Securities, or (ivb) other circumstances specifically contemplated by Instruction I.A.(l) that would thereby infringe any provisions of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Articles of Association of the Company.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or ADR for the purpose of withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the Holder, the presenter of a Receipt an ADR or the depositor of Shares Common Stock, of a sum sufficient to reimburse it for any tax taxes (including any transfer, capital gains or stamp taxes) or governmental or other governmental charge charges and any stock transfer transfer, custody or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided(which are summarized in paragraph (8) of this ADR) provided for in the Deposit Agreement, and mayincluding Exhibit B thereto, but is not obligated to, require the (ii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any formsignature, certification or other document delivered to the Depositary in connection with this Deposit Agreementincluding, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require (iii) compliance with any laws or governmental regulations relating to depositary receipts in general or to such other restrictions, if any, as the withdrawal Depositary may, after consultation with the Company, establish consistent with the provisions of Deposited Securitiesthe Deposit Agreement. The delivery of Receipts ADRs against deposits of Shares Common Stock generally or of particular Shares Common Stock may be suspended or withheld, or the registration of transfer of Receipts ADRs in particular instances may be refused, or the registration of transfer generally may be suspended suspended, or the surrender of outstanding ADRs for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Company (or the appointed agent of the Company for the transfer and registration of Common Stock) are closed, or if any such action is deemed necessary or advisable by the Company or the Depositary at any time or from time to time. Subject to the further terms and provisions of Section 2.06 of the Deposit Agreement (which are summarized in this paragraph (4)), JPMorgan Chase Bank and its agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Depositary may issue ADRs for evidence of rights to receive Common Stock from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Common Stock. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Common Stock furnished on behalf of the Holder hereof. Neither the Depositary nor the Custodian shall lend Deposited Securities or ADRs; provided, however, that the Depositary may issue ADRs prior to the receipt of Common Stock pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release Transaction") and deliver shares of Common Stock upon the receipt and cancellation of ADRs which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release Transaction or the Depositary knows that such ADR has been Pre-Released. The Depositary may receive ADRs in lieu of shares in satisfaction of a Pre-Release Transaction. Each such Pre-Release transaction will be (a) subject to (x) a written representation from the person to whom ADRs are to be delivered (the "Applicant") that such person, or its customer, owns the Common Stock to be remitted, (y) an unconditional guarantee by such person to deliver to the Custodian the number of shares of Common Stock that are the subject of the Pre-Release Transaction and (z) any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation to the Applicant that it will hold such shares of Common Stock in trust for the Depositary until their delivery to the Depositary or Custodian, reflect on its records the Depositary as owner of such shares of Common Stock and deliver such Common Stock upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities or such other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that the number of ADRs issued by it pursuant to a Pre-Release Transaction and outstanding at anytime generally will not exceed thirty percent (30%) of the ADRs issued by the Depositary and with respect to which shares of Common Stock are on deposit with the Depositary or Custodian; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary will also set limits with respect to the number of ADRs and Common Stock involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders only. Without limitation of the foregoing, the shareholders' register Depositary will not knowingly accept for deposit under this Deposit Agreement any Common Stock required to be registered pursuant to the provisions of the Securities Act (including, but not limited to, any "restricted securities" within the meaning of Rule 144 under the Securities Act), unless a registration statement under the Securities Act is in effect as to such Common Stock. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Common Stock identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States. Any person depositing Common Stock or any Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship, residence, exchange control approval, payment of all applicable taxes or other governmental charges, compliance with all applicable laws and regulations and the terms of the Deposit Agreement, or legal or beneficial ownership and the nature of such interest, to provide information relating to the registration on the books of the Company (or the appointed agent of the Company for the transfer and registration of SharesCommon Stock) or the books of the CSD are closedCommon Stock presented for deposit or other information, or if any to execute such action is deemed necessary or advisable by the Company, certificates and to make such representations and warranties as the Depositary or the CSD, in good faith, at Company may deem necessary or proper to enable the Depositary to perform its obligations under the Deposit Agreement or to enable the Company or the Depositary to perform their respective obligations under the Company Agreement (as hereinafter defined). The Depositary may withhold the execution or delivery or registration of transfer of all or part of any time ADR or from time to time. Notwithstanding anything else herein to the contrary, the surrender distribution or sale of outstanding Receipts and withdrawal any dividend or other distribution of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books rights or of the Depositary proceeds thereof or the issuer withdrawal of any Deposited Securities (until such proof or other information is filed or such certificates are executed or such representations and warranties are made. The Depositary shall take such additional actions and provide such additional information as the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended Depositary shall from time to time)time agree with the Company.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt ADS, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (a) payment from the presenter of a Receipt or the depositor of Shares or presenter of ADSs or of any ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees charges as herein providedprovided in Section 5.09, and mayin Exhibit B hereof, but is not obligated to, require (b) the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on or any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, matter contemplated by Section 3.01 hereof and may also require (c) compliance with (i) any laws or governmental regulations relating to depositary receipts in general the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited SecuritiesSecurities and (ii) such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement and applicable law. The delivery issuance of Receipts ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or the delivery of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts ADSs in particular instances may be refused, or the registration of transfer transfers of ADSs generally may be suspended suspended, during any period when the transfer books of the DepositaryCompany, the shareholders' register of the Company (Depositary or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD Share Registrar are closed, closed or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSDCompany, in good faith, at any time or from time to timetime because of any requirement of law, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of this Deposit Agreement or provisions of or governing Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject in all cases, to Section 7.08 hereof. Notwithstanding anything else herein any provision of this Deposit Agreement or any ADR to the contrary, Holders are entitled to surrender outstanding ADSs and to withdraw the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but at any time subject only as required in connection with to (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (Company or the appointed agent or agents for such issuer for the transfer and registration deposit of such Deposited Securities) Shares in connection with voting at a shareholders' ’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any United States U.S. or foreign laws or governmental regulations relating to the Receipts ADRs or to the withdrawal of the Deposited Securities or Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). The Depositary shall comply with written instructions of the Company that the Depositary shall not accept hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States. Without limitation of the foregoing and except as set forth in Section 2.11, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act unless a registration statement is in effect as to such Shares or other Deposited Securities or the Depositary receives satisfactory documentation that such share or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or Deposited Securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration of issuance, transfer, split-up, combination or surrender of any Receipt Regulation S GDR Certificate, the delivery of any distribution thereon or withdrawal of any Regulation S Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt or Regulation S GDR Certificate, the Beneficial Owner, the depositor of Shares or the presenter of written instructions to adjust the Depositary’s records (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of the fees and charges of the Depositary set forth in Exhibit B to this Regulation S Deposit Agreement; (ii) evidence reasonably satisfactory to the Depositary of compliance with (a) any applicable fees laws or governmental regulations relating to Regulation S GDR Certificates or Regulation S GDRs or to the withdrawal of Regulation S Deposited Securities and (b) such reasonable procedures as herein provided, the Depositary and may, but is not obligated to, require the Company may establish consistent with the provisions of this Regulation S Deposit Agreement; (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Regulation S Deposit Agreement, including but not limited to, in the case of ReceiptsRegulation S GDR Certificates, a signature guarantee in accordance with industry practice; and (iv) proof of compliance with (a) any applicable notice, consent or other requirements relating to the acquisition of securities of companies organized in Russia, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to (b) the withdrawal of Deposited Securities. The delivery of Receipts against deposits of Shares generally or of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended during any period when the transfer books provisions of the Depositary, the shareholders' register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CSD, ’s Charter in good faith, at any time or effect from time to timetime and resolutions and regulations of the Company’s Board of Directors adopted pursuant to such Charter. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of a Holder is entitled to withdraw Regulation S Deposited Securities represented thereby may be suspended, but by Regulation S GDRs (other than Regulation S GDRs issued on a provisional basis) subject only as required in connection with to (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any Deposited Securities (Company or the appointed agent or agents for such issuer for the transfer and registration deposit of such Deposited Securities) Shares in connection with voting at a shareholders' ’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar chargescharges to the Depositary, and (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts Regulation S GDR Certificates or to the withdrawal of Regulation S Deposited Securities. The issuance and delivery of Regulation S GDRs against, or adjustments in the records of the Depositary to reflect, deposits of Shares generally or deposits of particular Shares may be suspended or withheld, or the registration of transfer of Regulation S GDR Certificates in particular instances may be refused, or the registration of transfers generally may be suspended, or the surrender of outstanding Regulation S GDR Certificates, or the receipt of written instructions from any person having a beneficial interest in any Regulation S GDR Certificate for the purpose of withdrawal of Regulation S Deposited Securities may be suspended or (iv) other circumstances specifically contemplated by Instruction I.A.(l) refused, during any period when the transfer books of the General Instructions to Form F-6 (as Depositary, the Company, a Registrar or the Russian Share Registrar are closed, or if any such General Instructions may be amended action is deemed necessary or advisable by the Company or the Depositary, in good faith, at any time or from time to time)time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Regulation S GDRs or Shares are listed, or under any provision of this Regulation S Deposit Agreement or provisions of, or governing, the Regulation S Deposited Securities, or any meeting of shareholders of the Company or for any other reason.

Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or ADR for the purpose of withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the Holder, the presenter of a Receipt an ADR or the depositor of Shares Common Stock, of a sum sufficient to reimburse it for any tax taxes (including any transfer, capital gains or stamp taxes) or governmental or other governmental charge charges and any stock transfer transfer, custody or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided(which are summarized in paragraph (8) of this ADR) provided for in the Deposit Agreement, and mayincluding Exhibit B thereto, but is not obligated to, require the (ii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any formsignature, certification or other document delivered to the Depositary in connection with this Deposit Agreementincluding, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require (iii) compliance with any laws or governmental regulations relating to depositary receipts in general or to such other restrictions, if any, as the withdrawal Depositary may, after consultation with the Company, establish consistent with the provisions of Deposited Securitiesthe Deposit Agreement. The delivery of Receipts ADRs against deposits of Shares Common Stock generally or of particular Shares Common Stock may be suspended or withheld, or the registration of transfer of Receipts ADRs in particular instances may be refused, or the registration of transfer generally may be suspended suspended, or the surrender of outstanding ADRs for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Company (or the appointed agent of the Company for the transfer and registration of Common Stock) are closed, or if any such action is deemed necessary or advisable by the Company or the Depositary at any time or from time to time. Subject to the further terms and provisions of Section 2.06 of the Deposit Agreement (which are summarized in this paragraph (4)), JPMorgan Chase Bank, N.A. and its agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Depositary may issue ADRs for evidence of rights to receive Common Stock from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Common Stock. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Common Stock furnished on behalf of the Holder hereof. Neither the Depositary nor the Custodian shall lend Deposited Securities or ADRs; provided, however, that the Depositary may issue ADRs prior to the receipt of Common Stock pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release Transaction") and deliver shares of Common Stock upon the receipt and cancellation of ADRs which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release Transaction or the Depositary knows that such ADR has been Pre-Released. The Depositary may receive ADRs in lieu of shares in satisfaction of a Pre-Release Transaction. Each such Pre-Release transaction will be (a) subject to (x) a written representation from the person to whom ADRs are to be delivered (the "Applicant") that such person, or its customer, owns the Common Stock to be remitted, (y) an unconditional guarantee by such person to deliver to the Custodian the number of shares of Common Stock that are the subject of the Pre-Release Transaction and (z) any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation to the Applicant that it will hold such shares of Common Stock in trust for the Depositary until their delivery to the Depositary or Custodian, reflect on its records the Depositary as owner of such shares of Common Stock and deliver such Common Stock upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities or such other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that the number of ADRs issued by it pursuant to a Pre-Release Transaction and outstanding at anytime generally will not exceed thirty percent (30%) of the ADRs issued by the Depositary and with respect to which shares of Common Stock are on deposit with the Depositary or Custodian; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary will also set limits with respect to the number of ADRs and Common Stock involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders only. Without limitation of the foregoing, the shareholders' register Depositary will not knowingly accept for deposit under this Deposit Agreement any Common Stock required to be registered pursuant to the provisions of the Securities Act (including, but not limited to, any "restricted securities" within the meaning of Rule 144 under the Securities Act), unless a registration statement under the Securities Act is in effect as to such Common Stock. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Common Stock identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States. Any person depositing Common Stock or any Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship, residence, exchange control approval, payment of all applicable taxes or other governmental charges, compliance with all applicable laws and regulations and the terms of the Deposit Agreement, or legal or beneficial ownership and the nature of such interest, to provide information relating to the registration on the books of the Company (or the appointed agent of the Company for the transfer and registration of SharesCommon Stock) or the books of the CSD are closedCommon Stock presented for deposit or other information, or if any to execute such action is deemed necessary or advisable by the Company, certificates and to make such representations and warranties as the Depositary or the CSD, in good faith, at Company may deem necessary or proper to enable the Depositary to perform its obligations under the Deposit Agreement or to enable the Company or the Depositary to perform their respective obligations under the Company Agreement (as hereinafter defined). The Depositary may withhold the execution or delivery or registration of transfer of all or part of any time ADR or from time to time. Notwithstanding anything else herein to the contrary, the surrender distribution or sale of outstanding Receipts and withdrawal any dividend or other distribution of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books rights or of the Depositary proceeds thereof or the issuer withdrawal of any Deposited Securities (until such proof or other information is filed or such certificates are executed or such representations and warranties are made. The Depositary shall take such additional actions and provide such additional information as the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended Depositary shall from time to time)time agree with the Company.