Common use of TERMINATION OF DEPOSIT AGREEMENT Clause in Contracts

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall at any time at the Company, direction of the Depositary will Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign resign, and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 5.04 of the Deposit Agreement. In either caseIf any Receipts shall remain outstanding after the date of termination, on a the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. After the expiration of two years from the date fixed for termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver or make available be discharged from all obligations under the Deposit Agreement, except to account for delivery such net proceeds and other cash and except for its obligations to holders of Receipts, upon surrender the Company under Section 5.08 of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the ReceiptsAgreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations thereunder under the Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar Depositary under Sections 5.7 5.08 and 5.8 5.09 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders of all Receipts then outstanding at least 30 [ ] days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 [ ] days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 [ ] days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock redeemed or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's ’s Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 within such 60 days. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfer of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of Holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. , The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. In either caseAt any time after the expiration of six (6) months from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of ADSs not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver be discharged from all obligations under the Deposit Agreement, except for its obligations under Section 5.08 thereof and except to account for the claims of Holders, as creditors of the Depositary, for such net proceeds and other cash, after deducting, or make available charging, as the case may be, the fees of the Depositary for delivery to holders of Receipts, upon the surrender of a Receipt, any expenses for the such Receipts evidencing Depositary Shares, such number of whole or fractional shares account of the Stock as are represented by Holder in accordance with the Depositary Shares. The terms and conditions of this Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into and any applicable taxes or exchanged for Common Stock governmental charges or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsassessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.for the Company's obligations under Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 within such 60 days. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of Holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder under the Deposit Agreement, except to account for such net proceeds and other cash, and except for its obligations to indemnify the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations Company as provided in the Deposit Agreement, except Agreement and as specifically provided thereinabove.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall at any time at the Company, direction of the Depositary will Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 after the expiration of 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a resign, provided that no successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit AgreementAgreement before the end of such 60 day period. In either case, on a After the date not less than 90 days after such noticeso fixed for termination, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of perform no further acts under the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositarycontinue to collect dividends and other distributions pertaining to Deposited Securities, any Depositary's Agent sell property and any Registrar under Sections 5.7 rights and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations convert Deposited Securities into cash as provided in the Deposit Agreement, and continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property (in all such cases, without liability for interest), in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold in an unsegregated escrow account the net proceeds of any such sale, together with any other cash or property then held by it hereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash and for its obligations under Section 5.10 of the Deposit Agreement. Notwithstanding anything to the contrary in this paragraph, the Deposit Agreement, unless otherwise extended by the Company and the Depositary, shall automatically terminate on the date of the termination of the agreement creating the Trust. Upon such termination, the Depositary shall sell any remaining Deposited Securities or Shares underlying CPOs, and after (i) converting or causing to be converted in the same manner as specifically if such conversion were being effected with respect to distribution (as provided thereinin Section 4.06 of the Deposit Agreement) the proceeds of such sales together with all proceeds of sales of Shares underlying the CPOs received by the Custodian from the Trustee into dollars and (ii) withholding or upon payment of the fees of the Depositary, distribute such net proceeds and any other cash then being held by it to the Holders entitled thereto in proportion to their respective holdings.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. , The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. In either caseAt any time after the expiration of six (6) months from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of ADSs not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver be discharged from all obligations under the Deposit Agreement, except for its obligations under Section 5.08 thereof and except to account for the claims of Holders, as creditors of the Depositary, for such net proceeds and other cash, after deducting, or make available charging, as the case may be, the fees of the Depositary for delivery to holders of Receipts, upon the surrender of a Receipt, any expenses for the such Receipts evidencing Depositary Shares, such number of whole or fractional shares account of the Stock as are represented by Holder in accordance with the Depositary Shares. The terms and conditions of this Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into and any applicable taxes or exchanged for Common Stock governmental charges or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsassessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.for the Company's obligations under Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary will at any time at the direction of the Company, upon 90 days' prior written notice from the Depositary will Company, terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, will sell property and rights and convert Deposited Securities into cash, and will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever Before the Transfer Date, the Deposit Agreement may not be terminated except as required by law. On and after the Transfer Date, the Depositary shall, whenever so directed by the Company, terminate the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts GDRs then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The On and after the Transfer Date, the Depositary may likewise terminate the Deposit this Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resign, a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. If any GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of GDRs, shall suspend the distribution of dividends to the Holders thereof, shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly), and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities and shall, as directed by the Company, either (i) sell property and rights and convert Deposited Securities into cash and deliver the net proceeds of such sales or conversions as provided in the Deposit Agreement or (ii) deliver Deposited Securities, in each case together with any dividends or other distributions received with respect thereto, in exchange for GDRs surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, without liability for interest, for the pro rata benefit of the Holders of GDRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _______________ whose taxpayer identification number is _________________ and whose address including postal zip code is _______________ the within GDR and all rights thereunder, hereby irrevocably constituting and appointing ___________ attorney-in-fact to transfer said GDR on the books of the Depositary with full power of substitution in the premises. ________________________________ [NAME OF HOLDER] Dated: __________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED _________________________________ Citibank, N.A., as Depositary ADR Department 100 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Grasim Industries Limited Dear Sirs: Reference is hereby made to the Deposit Agreement, dated as of November 25, 1992 (the "Deposit Agreement"), among Grasim Industries Limited, Citibank, N.A., as Depositary and Holders and Beneficial Owners of Global Depositary Receipts ("GDRs") issued thereunder. Capitalized terms used but not defined herein shall have the meanings given them in the Deposit Agreement. 1. The undersigned is acquiring a GDR or a beneficial interest in the Master GDR upon deposit of Shares pursuant to Section 5.4 2.02 of the Deposit Agreement. In The undersigned hereby certifies and agrees as follows: /__/ A. The undersigned is the beneficial owner of the Shares deposited in connection herewith. The undersigned is acquiring the GDR or a beneficial interest in the Master GDR for its own account. The undersigned is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933). OR /__/ B. The undersigned is a broker-dealer acting as agent on behalf of its customer; such customer has confirmed to the undersigned in writing that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933), that it is the beneficial owner of the Shares being deposited in connection herewith and that it either case(i) is acquiring the GDR or a beneficial interest in the Master GDR for its own account or (ii) is acting for the account of an entity that is a qualified institutional buyer that will acquire the GDR or a beneficial interest in the Master GDR for its own account. OR /__/ C. The undersigned is the beneficial owner of the Shares deposited in connection herewith and is acquiring the GDR or a beneficial interest in the Master GDR in a transaction in accordance with Regulation S under the Securities Act of 1933. OR /__/ D. The undersigned is a broker-dealer acting as agent on behalf of its customer, on which customer has confirmed to the undersigned in writing that it is the beneficial owner of the Shares deposited in connection herewith and that it is acquiring the GDR or a date beneficial interest in the Master GDR in a transaction in accordance with Regulation S under the Securities Act of 1933. The undersigned understands (or if the undersigned is a broker-dealer, its customer has confirmed to it that it, or the entity for whom it is acting, understands) that the acquirer will become a party to and be bound by the Deposit Agreement upon becoming a Holder of a GDR or Beneficial Owner of the Master GDR. The undersigned agrees (or if the undersigned is a broker-dealer, its customer has confirmed to it in writing that it, or the entity for whom it is acting, agrees) that it will not less than 90 days after such noticeoffer, sell, pledge or otherwise transfer any GDR or any beneficial interest in the Master GDR, the Depositary shall deliver Shares or make available any other Deposited Securities except (1) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act purchasing for delivery its own account or for the account of a qualified institutional buyer that is aware that the resale, pledge or other transfer is being made in reliance on Rule 144A, (2) pursuant to holders an exemption from registration in accordance with Rule 903 or Rule 904 of ReceiptsRegulation S under the Securities Act or (3) pursuant to an effective registration statement under the Securities Act. 2. The undersigned is not (or if the undersigned is a broker-dealer acting as agent on behalf of a customer, upon surrender such customer has confirmed to it in writing that it, or the entity for whom it is acting, is not) in India and is not, and is not acquiring a GDR or an interest in a GDR for the account or benefit of, a resident of India, and agrees (or if the undersigned is a broker-dealer, its customer has confirmed to it in writing that it, or the entity for whom it is acting, agrees) that it will not offer or sell any GDR or any beneficial interest in the Master GDR directly or indirectly to any person in India or to or to or for the account or benefit of a resident of India. 3. The undersigned acknowledges (or if the undersigned is a broker or dealer acting as agent on behalf of a customer, such customer, or the institution for whom it is acting, has confirmed to it in writing that it acknowledges) that Deposited Securities may be withdrawn from the depositary arrangements at any time, but (i) if such securities are withdrawn before January 16, 1993 they may not be transferred until such date and will bear a legend to this effect, and (ii) as a condition to such withdrawal, the beneficial owner of Shares being withdrawn will be required to enter into a Right of First Refusal Agreement pursuant to which such person must agree not to transfer all or any part of its interest in such Shares without first offering the Shares for sale to designees of the Company, and that such Receipts evidencing Depositary Shareswithdrawn Shares will bear a legend to this effect. 4. The undersigned represents and warrants that (or if the undersigned is a broker-dealer acting as agent on behalf of a customer, such number customer, or the entity for whom it is acting, has confirmed to it in writing that) the deposit of whole or fractional shares Shares in connection with which this certification is being delivered was made in compliance with Section 2.02 of the Stock Deposit Agreement. Very truly, [NAME OF CERTIFYING ENTITY] [By:______________________________ Title ] Citibank, N.A., as Depositary ADR Department 100 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Grasim Industries Limited Dear Sirs: Reference is hereby made to the Deposit Agreement, dated as of November 25, 1992 (the "Deposit Agreement"), between Grasim Industries Limited (the "Company"), Citibank, N.A., as Depositary, and Holders and Beneficial Owners of Global Depositary Receipts ("GDRs") issued thereunder. Capitalized terms used but not defined herein shall have the meanings given them in the Deposit Agreement. Pursuant to Section 2.05 of the Deposit Agreement, we are surrendering a GDR or an interest in the Master GDR for the purpose of withdrawal of the Deposited Securities represented by the Depositary SharesGDSs evidenced by such GDR or interest. The We represent and agree as follows: 1. We are the beneficial owners of the Deposited Securities being withdrawn. 2. We are a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933 or we acquired ownership of the GDR or the beneficial interest in the Master GDR surrendered herewith in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act of 1933. 3. We acknowledge that the Deposited Securities have not been registered under the Securities Act of 1933. We agree that we will not offer, sell, pledge or otherwise transfer or deliver the Deposited Securities withdrawn hereby except (1) to a person whom we reasonably believe to be a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, purchasing for its own account or for the account of a qualified institutional buyer, that is aware that the resale, pledge or other transfer is being made in reliance on Rule 144A, (2) pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act of 1933 or (3) pursuant to an effective registration statement under the Securities Act. In addition, we understand that the Deposited Securities may bear the Securities Act Legend, the 45 Day Legend and the Right of First Refusal Legend (all as defined in the Deposit Agreement) and we agree not to offer, sell, pledge, transfer or otherwise dispose of the Deposited Securities withdrawn hereunder except in compliance with such legends. 4. We are not in India and are not residents of India and are not withdrawing Deposited Securities for the account or benefit of such a person. 5. We understand and agree that as a condition of this withdrawal, we are required to enter into the Right of First Refusal Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there attached hereto. Such Agreement has been duly executed by the undersigned. Very truly, [NAME OF CERTIFYING ENTITY] [By:______________________________ Title ] [Date] To: Grasim Industries Limited Industry House Bombay, India Dear Sirs: As a final distribution condition of and in respect consideration for the withdrawal of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed Shares pursuant to the holders of the Receipts. Upon the termination Section 2.05 of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except undersigned hereby agrees for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 express benefit of the Deposit Company that it will not, directly or indirectly, sell, transfer, assign or otherwise dispose of its right, title or legal or beneficial interest in or to any Shares (each a "Transfer") except as permitted by applicable law (including applicable securities laws) and this Agreement. If any Receipts remain outstanding after For the date avoidance of termination doubt, the term "Transfer" shall not include the registration of the Deposit Agreement, withdrawn Shares on the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided books of the Company in the Deposit Agreement, except name of the undersigned or its nominee. (The person registered on such books as specifically provided thereinthe holder of the Shares is hereinafter referred to as the "Holder"). NO TRANSFER OF SHARES BY US MADE IN VIOLATION OF THIS LETTER SHALL BE GIVEN EFFECT OR REGISTERED BY THE COMPANY.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall at any time at the Company, direction of the Depositary will Company terminate this the Deposit Agreement by mailing on at least 30 days’ notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such terminationoutstanding. The Depositary may likewise terminate the Deposit Agreement if by giving such notice to such record holders at any time 90 subsequent to 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary thereafter shall deliver or make available for delivery to holders discontinue the transfer of Receipts, upon surrender shall suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of thereof and shall not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends and other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two years from the date of termination, the Depositary may sell the Deposited Securities then held and thereafter shall hold the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the holders of Receipts which shall not have been theretofore surrendered. All such proceeds and cash shall be invested in direct obligations of the federal government of the United States of America. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar holders of Receipts under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary willshall at any time at the Company, direction of the Depositary will Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 one yearninety (90) days prior to the date fixed in such notice for such termination. For the avoidance of doubt, any notice mailed prior to the effective date of this Article shall be effective on the date it is mailed, and the ninety (90) day notice period shall commence to run from the date of such mailing, provided that the date of termination occurs after the effective date of this Article. The Depositary may likewise terminate the Deposit Agreement if at any time 90 sixty (60) days shall have expired after the Depositary shall have delivered resigned, ifdelivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 5.04 of the Deposit Agreement. In either caseAfter the date fixed for termination, on a the Custodian shall not accept for deposit any further Ordinary Shares. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter willshall discontinue the registration of transfers of Receipts, willshall suspend the distribution of dividends to the holdersHolders thereof, and willshall not less than 90 days give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends andthat the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two yearssix (6) months from the date of termination, the Depositary mayshall sell, to the extent practicable, the Deposited Securities then held under the Deposit Agreement and mayshall thereafter hold the net proceeds of any such noticesale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. ThereafterAfter making such sale, the Depositary shall deliver or make available be discharged from all obligations under the Deposit Agreement, except to account for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company net proceeds and such distribution has been distributed to the holders of the Receiptsother cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder under the Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar Depositary under Sections 5.7 5.08 and 5.8 5.09 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Issuer terminate this the Deposit Agreement by mailing notice of such termination to the record holders Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company Issuer a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 the Deposit Agreement. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary, in accordance with the terms of the Deposit Agreement. In either caseAt any time after the expiration of 60 days from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, without liability for interest, for the pro rata benefit of the Owners of Receipts which have not less than 90 days after theretofore been surrendered. After making such noticesale, the Depositary shall deliver or make available be discharged from all obligations under the Deposit Agreement, except to account for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company net proceeds and such distribution has been distributed to the holders of the Receiptsother cash. Upon the termination of the Deposit Agreement, the Company Issuer shall be discharged from all obligations thereunder under the Deposit Agreement except for its obligations to the DepositaryDepositary with respect to indemnification, any Depositary's Agent charges, and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinexpenses.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold in a segregated account the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever Before the Transfer Date, the Deposit Agreement may not be terminated except as required by law. On and after the Transfer Date, the Depositary shall, whenever so directed by the Company, terminate the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts GDRs then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The On and after the Transfer Date, the Depositary may likewise terminate the Deposit this Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resign, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a If any GDRs shall remain outstanding after the date not less than 90 days after such noticeof termination, the Depositary thereafter shall deliver or make available for delivery to holders discontinue the registration of Receiptstransfers of GDRs, upon surrender shall suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders Holders thereof, shall not accept deposits of the Receipts. Upon the termination of Shares (and shall instruct each Custodian to act accordingly), and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Company Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities and shall, as directed by the Company, either (i) sell property and rights and convert Deposited Securities into cash and deliver the net proceeds of such sales or conversions as provided in the Deposit Agreement or (ii) deliver Deposited Securities, in each case together with any dividends or other distributions received with respect thereto, in exchange for GDRs surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, without liability for interest, for the pro rata benefit of the Holders of GDRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except to account for such net proceeds and other cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ________________ whose taxpayer identification number is _____________ and whose address including postal zip code is ________________ the within GDR and all rights thereunder, hereby irrevocably constituting and appointing ______________ attorney-in-fact to transfer said GDR on the books of the Depositary with full power of substitution in the premises. ________________________________ [NAME OF HXXXXX] Dated: ____________________ By: _____________________________ Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as specifically provided thereinwritten upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED _____________________________________ All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by by. mailing notice of such termination to the record holders of all Receipts then outstanding Holders at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if Agreement, upon the notice set forth in the preceding sentence, at any time after 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a resigned, provided that no successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of within such 90 days. After the Deposit Agreement. In either case, on a date not less than 90 days after such noticeso fixed for termination, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar will perform no further acts under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except to advise Holders of such termination, receive and hold distributions on Deposited Securities (or sell property or rights or convert Deposited Securities into cash) and deliver Deposited Securities being withdrawn. As soon as specifically provided therein.practicable after the expiration of six months from the date so fixed for termination, the Depositary shall sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in a segregated account the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. DEPOSIT AGREEMENT Citibank, N.A. 100 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Pursuant to Section 2.02 of the Deposit Agreement among Telefonica de Espana, S.A. ("Telefonica"), Citibank, N.A., as Depositary and the Holders of American Depositary Receipts dated as of November 13, 1996 (the "Deposit Agreement"), the following [Transfer Document/Transfer Documents representing] [and] [shares, each of] the capital stock of Telefonica, nominal value 500 pesetas each, are hereby deposited against issuance of American Depositary Shares evidenced by American Depositary Receipts pursuant to the Deposit Agreement:

TERMINATION OF DEPOSIT AGREEMENT. Whenever The Depositary will, if at any time the Company so directed by requests, terminate the Company, the Depositary will terminate this Deposit Agreement by mailing publishing notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed fixes in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement in accordance with the same notice requirements if at any time 90 30 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will suspend the distribution of dividends to the holders thereof, and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement, except as provided below and except that the Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, will sell rights as provided in Section 5.4 the Deposit Agreement and will continue to deliver Deposited Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights, or other property, in exchange for Receipts surrendered to the Depositary. Upon termination of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders Stock in respect of Receipts, upon surrender deliverable portions of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution so surrendered and deliver Receipts in respect of the non-deliverable portion of Receipts so surrendered pursuant to the Deposit Agreement. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement at public or private sale, at such place or places and upon such terms as it deems proper or, if any portion of such Deposited Securities consists of shares of Stock which are insufficient in connection number to constitute a full Unit, sell such portion to the Company in accordance with the applicable 67 provisions of the Japanese Commercial Code or any other Japanese law, and may thereafter hold the net proceeds of any such sale, together with any liquidationother cash then held by it under the Deposit Agreement, dissolution or winding up without liability for interest, for the pro rata benefit of the Company and such distribution has been distributed to the holders of Receipts which have not theretofore been surrendered. After making such sale, the ReceiptsDepositary shall be discharged from all obligations under the Deposit Agreement (except to account for such net proceeds and other cash). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Registrar and the Custodian with respect to indemnification and the Depositary's Agent charges and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinexpenses.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary thereafter shall discontinue all functions may sell the Deposited Securities then held under the Deposit Agreement and may thereafter, hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if by mailing notice of such termination to the Company and the Holders of all Receipts then outstanding at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions the registration of transfers of Receipts, shall suspend the distribution of dividends to the Holders thereof, and be discharged from all obligations shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, except as specifically provided thereinand shall continue to deliver Deposited Securities, together with any dividends or other distributions (including amounts in respect of any redemption) received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time two years from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and hold the net proceeds of any such sale and any other cash then held by it under the Deposit Agreement, in an unsegregated account, without liability to any party for interest thereon, for the pro rata benefit of the Holders of theretofore unsurrendered Receipts. (1) Issuance by Depositary of Receipts against deposits of Shares 2 $5 per 100 American Depositary Shares or portion Party to whom Receipts are delivered thereof (2) Delivery by Custodian of Deposited Securities against surrender of Receipts $5 per 100 American Depositary Shares or fraction Party surrendering Receipts thereof

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary will at any time at the direction of the Company, upon 60 days' prior written notice delivered by the Depositary will Company to the Depositary, terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts Rule 144A GDRs then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have has delivered to the Company a written notice of its election to resign and resign, a qualified successor depositary shall has not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than within 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementdelivery. If any Receipts Rule 144A GDRs shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Rule 144A GDRs, will suspend the distribution of dividends to the holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary thereafter shall discontinue all functions will continue the collection of dividends and be discharged from all obligations other distributions pertaining to Deposited Securities, will sell property and rights and convert Deposited Securities into cash as provided in the Deposit Agreement, and will continue to deliver Deposited Securities or the proceeds thereof, as permitted by applicable law, together with any dividends or other distributions received with respect thereto and the next proceeds of the sale of any Shares, rights or other property, in all such cases, without liability for interest, in exchange for Rule 144A GDSs surrendered to the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, without liability for interest, for the pro rata benefit of the Holders of Rule 144A GDRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _______________ whose taxpayer identification number is _______________ and whose address including postal zip code is _______________ the within Rule 144A GDR and all rights thereunder, hereby irrevocably constituting and appointing _______________ attorney-in-fact to transfer said Rule 144A GDR on the books of the Depositary with full power of substitution in the premises. In connection with the transfer of this Rule 144A GDR, the undersigned Holder certifies that: (Check one) (a) This Rule 144A GDR is being transferred to a person who the undersigned Holder reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A. (b) This Rule 144A GDR is being transferred in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act. If none of the boxes above is checked, the Depositary shall not be obligated to register this Rule 144A GDR in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein, on the face hereof and in the Deposit Agreement shall have been satisfied. In connection with the transfer of this Rule 144A GDR prior to the Separation Date, the undersigned Holder certifies that this Rule 144A GDR is being transferred together with the Warrants in the same proportion in which the Rule 144A GDSs and Warrants are originally offered as specifically Rule 144A Units. Dated: _______________________ Name: ________________________________ By: ____________________________ Title: _________________________ NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever SIGNATURE GUARANTEED ______________________________ EXHIBIT C-1 Certification and Agreement of Acquirors of Rule 144A GDSs Upon Deposit of Shares Pursuant to Section 2.02 of the Rule 144A Deposit Agreement We refer to the Rule 144A Deposit Agreement, dated as of July 15, 1994 (the "Deposit Agreement"), among Tata Engineering and Locomotive Company Limited (the "Issuer"), Citibank, N.A., as Depositary, Tata Sons Limited and Holders and Beneficial Owners from time to time of Rule 144A Global Depositary Receipts ("Rule 144A GDRs") issued thereunder. Capitalized terms used but not defined herein shall have the meanings given them in the Deposit Agreement. 1. This certification and agreement is furnished in connection with the deposit of Shares and the creation of Rule 144A Global Depositary Shares ("Rule 144A GDSs") to be evidenced by one or more Rule 144A GDRs pursuant to Sections 2.02 and 2.03 of the Deposit Agreement. 2. We acknowledge (or if we are acting for the account of another person, such person has confirmed to us that it acknowledges) that the Rule l44A GDRs, the Rule 144A GDSs evidenced thereby and the Shares represented thereby have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"). 3. We certify that either: A. We are a qualified institutional buyer (as defined in Rule 144A under the Securities Act), and at the time of issuance of the Rule 144A GDRs referred to above, we (or one or more qualified institutional buyers for whose account we are acting) will be the beneficial owner of the Rule 144A GDSs evidenced thereby. OR B. We are a broker-dealer acting for the account of our customer; our customer has confirmed to us that it is a qualified institutional buyer and either (i) at the time of issuance of the Rule 144A GDRs referred to above, it will be the beneficial owner of the Rule 144A GDSs evidenced thereby, or (ii) it is acting for the account of a qualified institutional buyer that, at the time of issuance of the Rule 144A GDRs referred to above, will be the beneficial owner of the Rule 144A GDSs evidenced thereby. 4. We agree (or if we are acting for the account of another person, such person has confirmed to us that it agrees) that we (or it) will not offer, sell, pledge or otherwise transfer Rule 144A GDRs, Rule 144A GDSs evidenced thereby or the Shares represented thereby except (a) to a person whom we reasonably believe (or it and anyone acting on its behalf reasonably believes) is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (b) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the Securities Act, or (c) pursuant to an exemption from registration provided thereinby Rule 144 under the Securities Act (if available), in each case in accordance with any applicable securities laws of any state of the United States. Very truly yours, -------------------------------- [NAME OF CERTIFYING ENTITY] -------------------------------- Title: Date: EXHIBIT C-2 Certificate and Agreement of Persons Surrendering Rule 144A Global Depositary Shares for the Purpose of Withdrawal Pursuant to Section 2.05 of the Rule 144A Deposit Agreement We refer to the Rule 144A Deposit Agreement, dated as of July 15, 1994 (the "Deposit Agreement"), among Tata Engineering and Locomotive Company Limited (the "Issuer"), Citibank, N.A., as Depositary thereunder, Tata Sons Limited and Holders and Beneficial Owners from time to time of Rule 144A Global Depositary Receipts (the "Rule 144A GDRs") issued thereunder. Capitalized terms used but not defined herein shall have the meanings given them in the Deposit Agreement. 1. We are surrendering Rule 144A Global Depositary Shares ("Rule 144A GDSs") in accordance with the terms of the Deposit Agreement for the purpose of withdrawal of the Deposited Securities represented thereby (the "Shares") pursuant to Section 2.05 of the Deposit Agreement. 2. We acknowledge (or if we are acting for the account of another person, such person has confirmed that it acknowledges) that the Shares have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"). 3. We certify that either: (a) We are a qualified institutional buyer (as defined in Rule 144A under the Securities Act) acting for our own account or for the account of one or more qualified institutional buyers, and either: (i) we have (or it has) sold or otherwise transferred, or agreed to sell or otherwise transfer and at or prior to the time of withdrawal will have sold or otherwise transferred, the Rule 144A GDSs or the Shares in accordance with Regulation S under the Securities Act and we are (or it is), or prior to such sale we were (or it was), the beneficial owner of the Rule 144A GDSs, or (ii) we have (or it has) sold or otherwise transferred, or agreed to sell or otherwise transfer and at or prior to the time of withdrawal will have sold or otherwise transferred, the Rule 144A GDSs or the Shares to another qualified institutional buyer in accordance with Rule 144A under the Securities Act and we are (or it is), or prior to such sale we were (or it was), the beneficial owner of the Rule 144A GDSs, or (iii) we (or it) will be the beneficial owner of the Shares upon withdrawal, and, accordingly, we agree (or if we are acting for the account of one or more qualified institutional buyers, each such qualified institutional buyer has confirmed to us that it agrees) that (x) we (or it) will not offer, sell, pledge or otherwise transfer the Shares except (A) to a person whom, we reasonably believe (or it and anyone acting on its behalf reasonably believes) is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (B) in accordance with Rule 903 or 904 of Regulation S under the Securities Act or (C) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in accordance with any applicable securities laws of any state of the United States, and (y) we (or it) will not deposit or cause to be deposited such Shares into any depositary receipt facility established or maintained by a depositary bank (including any such facility maintained by the Depositary), other than a Rule 144A restricted depositary receipt facility, so long as such Shares are "restricted securities" within the meaning of Rule l44(a)(3) under the Act. OR (b) We are located outside the United States (within the meaning of Regulation S under the Act); we acquired, or have agreed to acquire and at or prior to the time of withdrawal will have acquired, the Rule 144A GDSs or the Shares outside the United States (within the meaning of Regulation S); and we are, or upon acquisition thereof will be, the beneficial owner of the Rule 144A GDSs or the Shares. 4. If we are a broker-dealer, we further certify that we are acting for the account of our customer and that our customer has confirmed the accuracy of the representations contained in paragraph 3 hereof that are applicable to it (including the representations with respect to beneficial ownership) and, if paragraph 3(a)(iii) is applicable to our customer, has confirmed that it will comply with the agreements set forth in paragraph 3(a)(iii).

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall, at any time at the written direction of the Company, terminate the Depositary will terminate this Deposit Agreement by mailing distributing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if (upon 30 days' notice to the Holders) at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after within such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement60 days. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall at any time at the Company, direction of the Depositary will Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding outstand­ing at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company and the Holders a written notice of its election to resign and a successor suc­cessor depositary shall not have been appointed ap­pointed and accepted its appointment as provided in Section 5.4 5.04 of the Deposit Agreement. In either caseIf any Receipts shall remain outstanding after the date of termina­tion, on a the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of divi­dends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agree­ment, except that the Depositary shall continue to col­lect dividends and other distributions pertaining to Deposited Se­curities, shall sell rights as provided in the Deposit Agree­ment, and shall continue to deliver Deposited Securities, to­gether with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts sur­rendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it there­under, unsegregated and without liability for inter­est, for the pro rata benefit of the Holders of Re­ceipts which have not less than 90 days after theretofore sur­rendered their Receipts, such noticeHolders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After mak­ing such sale, the Depositary shall deliver or make available be discharged from all obligations under the Deposit Agreement, except for delivery its obligations to holders of Receipts, upon surrender the Company under Section 5.08 of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged and to account for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company such net proceeds and such distribution has been distributed to the holders of the Receiptsother cash. Upon the termination termina­tion of the Deposit Agreement, the Company shall be discharged from all obligations thereunder obliga­tions under the Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar Depositary under Sections 5.7 5.08 and 5.8 5.09 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by 12.1 Either the Company, Company or the Depositary will but, in the case of the Depositary, only if the Company has failed to appoint a replacement Depositary within 90 days of the date on which the Depositary has given notice pursuant to Condition 20 that it wishes to resign, may terminate this the Deposit Agreement by mailing giving 90 days' prior notice to the other and to the Custodian. Within 30 days after the giving of such notice, notice of such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding in accordance with Condition 23. 12.2 During the period beginning on the date of the giving of such notice by the Depositary to the record holders Holders and ending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery of all Receipts then outstanding at least 30 days prior the Deposited Property relative to each GDR held by it, subject to the date fixed provisions of Condition 1.1 and upon compliance with Condition 1, free of the charge specified in such notice Condition 16.1(i) and Clause 10.1.1 (a) for such termination. The delivery and surrender, but together with all amounts which the Depositary may likewise terminate is obliged to pay to the Deposit Agreement if at Custodian upon payment by the Holder of any time 90 days shall have expired sums payable by the Depositary to the Custodian and/or any other expenses incurred by the Depositary in connection with such delivery and surrender, and otherwise in accordance with this Agreement. 12.3 If any GDRs remain outstanding after the Depositary shall have delivered to the Company a written notice date of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall as soon as reasonably practicable sell the Deposited Property then held by it under this Agreement and shall not register transfers, shall not pass on dividends or distributions or take any other action, except that it will deliver or make available for delivery the net proceeds of any such sale, together with any other cash then held by it under this Agreement, pro rata to holders Holders of Receipts, upon surrender GDRs which have not previously been so surrendered by reference to that proportion of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are Deposited Property which is represented by the Depositary SharesGDRs of which they are the Holders. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and After making such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreementsale, the Company Depositary shall be discharged from all obligations thereunder under this Agreement and the Conditions, except its obligation to account to Holders for its such net proceeds of sale and other cash comprising the Deposited Property without interest. 12.4 For the avoidance of doubt, any obligations of the Company herein to make payments to the Depositary, any Depositary's Agent Depositary and indemnify it and any Registrar under Sections 5.7 and 5.8 obligation of the Deposit Agreement. If Depositary to indemnify the Company shall in respect of any Receipts remain outstanding after the date of event occurring before termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinsurvive any such termination.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two years from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter, the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination; provided that the Company agrees that it will not terminate this Deposit Agreement on or prior to January 1, 1997 unless (i) the Depositary has notified the Company of its intent to resign or (ii) the Company has notified the Depositary of its intent to remove the Depositary, in each case, in accordance with Paragraph (17) hereof. The Depositary may likewise terminate the Deposit Agreement if at any time 90 ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of under the Deposit Agreement, such termination to become effective by the Company shall be discharged from Depositary mailing notice thereof to Holders of all obligations thereunder except for its obligations Receipts then outstanding at least thirty (30) days prior to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementdate fixed in such notice for such termination. If any Receipts remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two yearsfour (4) months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall discontinue all functions and be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either caseIf any Receipts shall remain outstanding after the date of termination, on a the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it thereunder, without liability for interest, for the pro rata benefit of the Owners which have not less than 90 days after theretofore been surrendered. After making such noticesale, the Depositary shall deliver or make available be discharged from all obligations under the Deposit Agreement, except to account for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company net proceeds and such distribution has been distributed to the holders of the Receiptsother cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder under the Deposit Agreement except for its obligations to the DepositaryDepositary with respect to indemnification, any Depositary's Agent charges and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinexpenses.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited. Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary will at any time at the direction of the Company, upon 90 days’ prior written notice from the Depositary will Company, terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, will sell property and rights and convert Deposited Securities into cash, and will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by 12.1 Either the Company, Company or the Depositary will but, in the case of the Depositary, only if the Company has failed to appoint a replacement Depositary within 90 days of the date on which the Depositary has given notice pursuant to Condition 20 that it wishes to resign, may terminate this the Deposit Agreement by mailing giving 90 days' prior notice to the other and to the Custodian. Within 30 days after the giving of such notice, notice of such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding in accordance with Condition 23. 12.2 During the period beginning on the date of the giving of such notice by the Depositary to the record holders Holders and ending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery of the Deposited Property relative to each GDR held by it, subject (a) for such delivery and surrender, but together with all Receipts then outstanding at least 30 days prior amounts which the Depositary is obliged to pay to the date fixed Custodian upon payment by the Holder of any sums payable by the Depositary to the Custodian and/or any other expenses incurred by the Depositary in such notice connection therewith for such termination. The Depositary may likewise terminate the Deposit Agreement if at delivery and surrender, and otherwise in accordance with this Agreement. 12.3 If any time 90 days shall have expired GDRs remain outstanding after the Depositary shall have delivered to the Company a written notice date of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall as soon as reasonably practicable sell the Deposited Property then held by it under this Agreement and shall not register transfers, shall not pass on dividends or distributions or take any other action, except that it will deliver or make available for delivery the net proceeds of any such sale, together with any other cash then held by it under this Agreement, pro rata to holders Holders of Receipts, upon surrender GDRs which have not previously been so surrendered by reference to that proportion of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are Deposited Property which is represented by the Depositary SharesGDRs of which they are the Holders. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and After making such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreementsale, the Company Depositary shall be discharged from all obligations thereunder under this Agreement and the Conditions, except its obligation to account to Holders for its such net proceeds of sale and other cash comprising the Deposited Property without interest. 12.4 For the avoidance of doubt, any obligations of the Company herein to make payments to the Depositary, any Depositary's Agent Depositary and indemnify it and any Registrar under Sections 5.7 and 5.8 obligation of the Deposit Agreement. If Depositary to indemnify the Company shall in respect of any Receipts remain outstanding after the date of event occurring before termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinsurvive any such termination.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company upon 30 days' prior notice from the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts GDRs then outstanding at least 30 days days' prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if if, at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resign, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 5.05 of the Deposit Agreementagreement. In either case, on a If any GDRs shall remain outstanding after the date not less than 90 days after such noticeof termination, the Depositary thereafter will discontinue the registration of transfers of GDRs, will suspend the distribution of dividends to the Holders thereof, shall not accept deposits of Shares (and will instruct each Custodian to act accordingly) and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sale property and rights and convert Deposited Securities into cash as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or make available for delivery to holders of Receipts, upon surrender other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for GDRs surrendered to the Depositary. At any time after the expiration of six (6) months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such Receipts evidencing Depositary Sharessale, such number of whole or fractional shares together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Stock as are represented by Holders which have not theretofore been surrendered. Thereafter the Depositary Shares. The shall be discharged from all obligations under the Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemedAgreement, converted into or exchanged except to account for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company such net proceeds and such distribution has been distributed to the holders of the Receiptsother cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder under the Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar Depositary under Sections 5.7 5.06 and 5.8 5.10 thereof The obligations of the Depositary under Section 5.10 of the Deposit Agreement. If any Receipts remain outstanding after Agreement shall survive the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by 20.1 The Company may terminate the Company, the Depositary will terminate this Deposit Agreement by mailing written notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such terminationDepositary. The Depositary may likewise terminate the Deposit Agreement if at any time 90 (a) the Company has failed to appoint a replacement Depositary within 60 days shall have expired after of the date on which the Company or the Depositary shall have delivered has given notice pursuant to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 Clause 12 of the Deposit AgreementAgreement and Condition 19, (b) an Insolvency Event (as defined below) occurs with respect to the Company, or (c) a Termination Option Event has occurred or will occur. In either caseIf the Deposit Agreement is to be terminated, on the Depositary shall, as soon as reasonably practicable, give a notice of termination in accordance with Condition 22 to the Holders of GDRs then outstanding setting a date not less than for termination (the "Termination Date"), which shall be at least 90 days after such the date of that notice, and the Deposit Agreement shall terminate on that Termination Date. 20.2 At any time prior to the Termination Date, the Depositary shall deliver or make available may accept surrenders of GDRs for delivery to holders the purpose of Receipts, upon surrender withdrawal of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution Deposited Property in respect of the Stock in connection accordance with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination Clause 3 of the Deposit AgreementAgreement and Condition 1. 20.3 At any time after the Termination Date, the Company Depositary may sell the Deposited Property then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of GDRs that remain outstanding, and those Holders will become general creditors of the Depositary with respect to those net proceeds. After making that sale, the Depositary shall be discharged from all obligations thereunder under the Deposit Agreement, except (i) to account to Holders for its obligations to the Depositarynet proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of GDRs, any Depositary's Agent expenses for the account of the Holder of such GDRs in accordance with the terms and any Registrar under Sections 5.7 and 5.8 conditions of the Deposit Agreement. If Agreement and any Receipts remain outstanding after applicable taxes or governmental charges) and (ii) for its liabilities accrued prior to the date of termination of appointment or resignation or any liabilities stipulated in relevant laws or regulations and (iii) to act as provided in the Deposit AgreementCondition 20.4 below, and after selling the Deposited Property and satisfying (i) and (ii) above, the Depositary thereafter may cancel the outstanding GDRs. 20.4 After the Termination Date, the Depositary shall discontinue all functions continue to receive dividends and be discharged from all obligations other distributions pertaining to Deposited Property (that have not been sold), may sell rights and other property as provided in the Deposit AgreementAgreement and shall deliver Deposited Property (or sale proceeds) upon surrender of GDRs (after payment or upon deduction, in each case, of the fee of the Depositary for the surrender of GDRs, any expenses for the account of the Holder of those GDRs in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). However, after the Termination Date, (i) the Depositary may refuse to accept surrenders of GDRs for the purpose of withdrawal of Deposited Property (that has not been sold) or may reverse previously accepted surrenders of that kind that have not settled if in its opinion the requested withdrawal would interfere with its efforts to sell the Deposited Property, (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited Property until all Deposited Property has been sold and (iii) the Depositary may discontinue the registration of transfers of GDRs and suspend the distribution of dividends and other distributions on Deposited Property to the Holders and need not give any further notices or perform any further acts under the Deposit Agreement except as specifically provided thereinin this Condition 20.4. 20.5 For the purposes of this Condition 20, "Insolvency Event" means any of the following (i) the Company becomes insolvent or is unable to pay its debts as they fall due, (ii) an administrator or liquidator is appointed (or application for any such appointment is made) in respect of the Company or the whole or any substantial (in the opinion of the Depositary) part of the undertaking, assets and revenues of the Company, (iii) the Company takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it, (iv) the Company ceases or threatens to cease to carry on all or any substantial part of its business, or (v) an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Company.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders of all Receipts then outstanding Holders at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if Agreement, upon the notice set forth in the preceding sentence, at any time after 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a resigned, provided that no successor depositary shall not within such 90 days have been appointed and accepted its appointment as provided in Section 5.4 of within such 90 days. After the date so fixed for termination, the Depositary will perform no further acts under the Deposit Agreement, except to advise Holders of such termination, receive and hold distributions on Deposited Securities (or sell property or rights or convert Deposited Securities into cash) and deliver Deposited Securities being withdrawn. In either case, on a As soon as practicable after the expiration of one year from the date not less than 90 days after such noticeso fixed for termination, the Depositary shall deliver or make available sell (after prior consultation with the Company as to the manner of sale) the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for delivery to holders of Receiptsinterest, upon surrender for the pro rata benefit of the such Holders of Receipts evidencing Depositary Shares, such number of whole or fractional shares not theretofore surrendered. The charges of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemedDepositary, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company subject to Sections 5.09 and such distribution has been distributed to the holders of the Receipts. Upon the termination 6.01 of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations are as follows: (1) Delivery of Receipts against deposits of Shares $5 per 100 American Depositary Shares or portion thereof Person to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 who Receipts are delivered (2) Withdrawal of the Deposit Agreement. If any Deposited Securities against surrender of Receipts remain outstanding after the date of termination of the Deposit Agreement, the $5 per 100 American Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.Shares or portion thereof Person surrendering Receipts

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall at any time at the Company, direction of the Depositary will Com­pany terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such terminationter­mination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary De­positary shall have delivered to the Company and the Holders a written notice of its election to resign and a successor depositary deposi­tary shall not have been appointed and accepted its appointment appoint­ment as provided in Section 5.4 5.4. If any Receipts shall remain outstand­ing after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall sus­pend the distribu­tion of dividends to the Hold­ers thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distribu­tions pertaining to Deposited Securi­ties, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securi­ties, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary(after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months from the date of termination, the Depositary may sell the Depos­ited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for in­terest, for the pro rata benefit of the Holders of Receipts which have not theretofore surrendered their Receipts, such Holders thereupon becoming general creditors of the Depositary with re­spect to such net proceeds. After making such sale, the Deposi­tary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges) and except for its obligations to the Company under Section 5.8 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations thereunder except under this Deposit Agreement ex­cept for its obligations obliga­tions to the Depositary, any Depositary's Agent and any Registrar Depositary under Sections 5.7 5.8 and 5.8 5.9 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net Proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited. Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided therein.to account for such net proceeds and other cash. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary: (1) Receipt of deposits and issuance of Receipts $5.00 per 100 American Depositary Shares (or fraction thereof) Party to whom Receipts are issued (2) Delivery of deposited Ordinary Shares against surrender of Receipts $5.00 per 100 American Depositary Shares (or fraction thereof) Party surrendering Receipts

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. , The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. In either caseAt any time after the expiration of one year from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver be discharged from all obligations under the Deposit Agreement, except for its obligations under Section 5.08 thereof and except to account for the claims of Holders, as creditors of the Depositary, for such net proceeds and other cash, after deducting, or make available charging, as the case may be, the fees of the Depositary for delivery to holders of Receipts, upon the surrender of a Receipt, any expenses for the such Receipts evidencing Depositary Shares, such number of whole or fractional shares account of the Stock as are represented by Holder in accordance with the Depositary Shares. The terms and conditions of this Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into and any applicable taxes or exchanged for Common Stock governmental charges or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsassessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.for the Company's obligations under Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary will at any time at the direction of the Company, upon 90 days' prior written notice from the Depositary will Company, terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, will sell property and rights and convert Deposited Securities into cash, and will continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interests for the pro rata benefit of the Holders not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at If any time 90 days Receipts shall have expired remain outstanding after the Depositary shall have delivered to the Company a written notice date of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of Holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two years from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold in a segregated account the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary will at any time at the direction of the Company, upon 60 days' prior written notice delivered by the Depositary will Company to the Depositary, terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts International GDRs then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have has delivered to the Company a written notice of its election to resign and resign, a qualified successor depositary shall has not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than within 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreementdelivery. If any Receipts International GDRs shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of International GDRs, will suspend the distribution of dividends to the holders thereof, will not accept deposits of Shares (and will instruct each Custodian to act accordingly) and will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary thereafter shall discontinue all functions will continue the collection of dividends and be discharged from all obligations other distributions pertaining to Deposited Securities, will sell property and rights and Convert Deposited Securities into cash as provided in the Deposit Agreement, and will continue to deliver Deposited Securities or the proceeds thereof, as permitted by applicable law, together with any dividends or other distributions received with respect thereto and the next proceeds of the sale of any Shares, rights or other property, in all such cases, without liability for interest, in exchange for International GDSs surrendered to the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, without liability for interest, for the pro rata benefit of the Holders of International GDRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if (upon 30 days' notice to the Holders) at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after within such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement60 days. If any Receipts shall remain outstanding after the date of termination termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the Holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall discontinue all functions and hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged from all obligations as provided in under the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resign, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. The Depositary thereafter will discontinue the registration of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, thereof and will not give any Depositary's Agent and further notices or perform any Registrar further acts under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration or six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale together with any other cash then held by it under the Deposit Agreement without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary will be discharged form all obligations under the Deposit Agreement, except to account for the claims of the Holders, as specifically provided thereincreditors of the Depositary, for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. , The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. In either caseAt any time after the expiration of six (6) months from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of ADSs not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver be discharged from all obligations under the Deposit Agreement, except for its obligations under Section 5.08 thereof and except to account for the claims of Holders, as creditors of the Depositary, for such net proceeds and other cash, after deducting, or make available charging, as the case may be, the fees of the Depositary for delivery to holders of Receipts, upon the surrender of a Receipt, any expenses for the such Receipts evidencing Depositary Shares, such number of whole or fractional shares account of the Stock as are represented by Holder in accordance with the Depositary Shares. The terms and conditions of this Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into and any applicable taxes or exchanged for Common Stock governmental charges or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsassessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.for the Company’s obligations under Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by 21.1 Either the Company, Company or the Depositary will but, in the case of the Depositary, only if the Company has failed to appoint a replacement Depositary within 90 days of the date on which the Depositary has given notice pursuant to Condition 20 that it wishes to resign, may terminate this the Deposit Agreement by mailing giving 90 days' prior notice to the other and to the Custodian. Within 30 days after the giving of such notice, notice of such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding in accordance with Condition 23. 21.2 During the period beginning on the date of the giving of such notice by the Depositary to the record holders Holders and ending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery of all Receipts then outstanding at least 30 days prior the Deposited Property relative to each GDR held by it, subject to the date fixed provisions of Condition 1.1 and upon compliance with Condition 1, free of the charge specified in such notice Condition 16.1(i) and Clause 10.1.1 (a) for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after delivery and surrender, but together with all amounts which the Depositary shall have delivered is obliged to pay to the Company a written notice Custodian upon payment by the Holder of its election to resign any sums payable by the Depositary and/or any other expenses incurred by the Depositary in connection with such delivery and a successor depositary shall not have been appointed surrender, and accepted its appointment as provided otherwise in Section 5.4 of accordance with the Deposit Agreement. In either case, on a . 21.3 If any GDRs remain outstanding after the date not less than 90 days after such noticeof termination, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of as soon as reasonably practicable sell the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of Deposited Property then held by it under the Stock as are represented by the Depositary Shares. The Deposit Agreement and shall automatically terminate after all outstanding Depositary Shares have been redeemednot register transfers, converted into shall not pass on dividends or exchanged for Common Stock distributions or there has been a final distribution in respect take any other action, except that it will deliver the net proceeds of the Stock in connection any such sale, together with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of other cash then held by it under the Deposit Agreement, pro rata to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Company Deposited Property which is represented by the GDRs of which they are the Holders. After making such sale, the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions Agreement and be discharged from all obligations as provided in the Deposit Agreementthese Conditions, except as specifically provided thereinits obligation to account to Holders for such net proceeds of sale and other cash comprising the Deposited Property without interest.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either caseIf any Receipts shall remain outstanding after the date of termination, on a the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities evidenced by Receipts which have not less than 90 days after theretofore been surrendered and may thereafter hold uninvested the net proceeds of any such noticesale, together with any other cash then held by it thereunder, without liability for interest, for the pro rata benefit of the Owners of Receipts. After making such sale, the Depositary shall deliver or make available be discharged from all obligations under the Deposit Agreement, except to account for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company net proceeds and such distribution has been distributed to the holders of the Receiptsother cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder under the Deposit Agreement except for its obligations to the DepositaryDepositary with respect to indemnification, any Depositary's Agent charges, and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinexpenses.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices of perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depository. In either caseAt any time after the expiration of one year from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver be discharged from all obligations under the Deposit Agreement, except for its obligations under Section 5.08 thereof and except to account for the claims of Holders, as creditors of the Depositary, for such net proceeds and other cash, after deducting, or make available charging, as the case may be, the foes of the Depositary for delivery to holders of Receipts, upon the surrender of a Receipt, any expenses for the such Receipts evidencing Depositary Shares, such number of whole or fractional shares account of the Stock as are represented by Holder in accordance with the Depositary Shares. The terms and conditions of this Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into and any applicable taxes or exchanged for Common Stock governmental charges or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsassessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinfor the Company's obligations under Section 5.08 thereof.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two years from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.to account for such net proceeds and other cash. EXHIBIT B TO DEPOSIT AGREEMENT (1) Receipt of deposits and issuance of Receipts $5 per 100 American Depositary Shares or fraction thereof Party to whom Receipts are issued (2) Delivery of deposits and surrender of Receipts $5 per 100 American Depositary Shares or fraction thereof Party surrendering Receipts

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary shall at any time at the Company, written direction of the Depositary will Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders of all Receipts then outstanding Holders at least 30 sixty (60) days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 after the expiration of sixty (60) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and or shall have received from the Company a written notice of its removal, provided that no successor depositary shall not have been appointed and accepted its appointment within such sixty (60) day period. After the date so fixed for termination, the Depositary will perform no further acts under the Deposit Agreement, except to continue to collect dividends and other distributions pertaining to Deposited Securities, sell property and rights and convert Deposited Securities into cash as provided in Section 5.4 of the Deposit Agreement, and continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting or charging, as the case may be, the fees of the Depositary and other expenses set forth in the Deposit Agreement). In either case, on a At any time after the expiration of six (6) months from the date not less than 90 days after such noticeof termination, the Depositary shall deliver or make available may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for delivery to holders of Receiptsinterest, upon surrender for the pro rata benefit of the such Receipts evidencing Depositary SharesHolders which have not theretofore been surrendered, such number of whole or fractional shares Holders thereupon becoming general creditors of the Stock as are represented by Depositary with respect to such net proceeds. Thereafter the Depositary Shares. The will be discharged from all obligations under the Deposit Agreement shall automatically terminate Agreement, except to account for such net proceeds and other cash (after all outstanding Depositary Shares have been redeemeddeducting or charging, converted into or exchanged for Common Stock or there has been a final distribution in respect as the case may be, the fees of the Stock Depositary and other expenses set forth in connection with any liquidationthe Deposit Agreement, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsif any). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinHolders thereunder.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by The Depositary may, and shall at the written direction of the Company, terminate the Depositary will terminate this Deposit Agreement and the Receipts by mailing notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The After the date so fixed for termination, the Depositary may likewise terminate and its agents will perform no further acts under the Deposit Agreement if at any time 90 days shall have expired and the Receipts, except to receive and hold (or sell) distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the Depositary shall have delivered to expiration of six months from the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such noticeso fixed for termination, the Depositary shall deliver or make available sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in a segregated account the net proceeds of such sales, together with any other cash then held by it under the Deposit Agreement, without liability for delivery to interest, in trust for the pro rata benefit of the holders of ReceiptsReceipts entitled thereto which have not theretofore been surrendered. After making such sale, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after be discharged from all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution obligations in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company Deposit Agreement and such distribution has been distributed to the holders of the Receipts, except to account for such net proceeds and other cash. Upon After the termination of the Deposit Agreementdate so fixed for termination, the Company shall be discharged from all obligations thereunder under the Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent Depositary and any Registrar under Sections 5.7 and 5.8 its agents." SECTION 3.02. The following is inserted into the form of Receipt set forth as Exhibit A to the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations Agreement as provided in the Deposit Agreement, except as specifically provided thereinparagraph (23).

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock redeemed or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's ’s Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise otherwise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the registration of transfers of Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. In either caseAt any time after the expiration of one year from the date of termination, on a date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not less than 90 days after theretofore surrendered. After making such noticesale, the Depositary shall deliver be discharged from all obligations under the Deposit Agreement, except for its obligations under Section 5.08 thereof and except to account for the claims of Holders, as creditors of the Depositary, for such net proceeds and other cash, after deducting, or make available charging, as the case may be, the fees of the Depositary for delivery to holders of Receipts, upon the surrender of a Receipt, any expenses for the such Receipts evidencing Depositary Shares, such number of whole or fractional shares account of the Stock as are represented by Holder in accordance with the Depositary Shares. The terms and conditions of this Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into and any applicable taxes or exchanged for Common Stock governmental charges or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receiptsassessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.for the Company's obligations under Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 appointment. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of thereof, and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of two years from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold in a segregated account the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinto account for such net proceeds and other cash.

TERMINATION OF DEPOSIT AGREEMENT. Whenever The Depositary will, if at any time the Company so directed by requests, terminate the Company, the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders of all American Depositary Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement in accordance with the same notice requirements if at any time 90 30 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment appointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter will discontinue the transfer of Receipts, except as provided below, will suspend the distribution of dividends to the holders thereof, and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement, except as provided below and except that the Depositary will continue to collect dividends and other distributions pertaining to Deposited Securities, will sell rights as provided in Section 5.4 the Deposit Agreement and will continue to deliver Deposited Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. Upon termination of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders Stock in respect of Receipts, upon surrender deliverable portions of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution so surrendered and deliver Receipts in respect of the non-deliverable portion of Receipts so surrendered pursuant to the Deposit Agreement and, except as provided below, will continue to effect transfers of Receipts representing non-deliverable portions in accordance with the Deposit Agreement. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement at public or private sale, at such place or places and upon such terms as it deems proper or, if any portion of such Deposited Securities consists of shares of Stock which are insufficient in connection number to constitute a full Unit, sell such portion to the Company in accordance with the applicable provisions of the Japanese Commercial Code or any other Japanese law or regulation, and may thereafter hold the net proceeds of any such sale, together with any liquidationother cash then held by it under the Deposit Agreement, dissolution or winding up without liability for interest, for the pro rata benefit of the Company and such distribution has been distributed to the holders of Receipts which have not theretofore been surrendered. After making such sale, the ReceiptsDepositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Registrar and the Custodian with respect to indemnification and the Depositary's Agent ’s charges and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided thereinexpenses.

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the Depositary will terminate this the Deposit Agreement by mailing notice of such termination to the record holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 5.04 of the Deposit Agreement. In either case, on a date not less than 90 days after such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock redeemed or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of the Receipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's ’s Agent and any Registrar under Sections 5.7 5.07 and 5.8 5.08 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided in the Deposit Agreement, except as specifically provided therein.

TERMINATION OF DEPOSIT AGREEMENT. Whenever Before the Transfer Date, the Deposit Agreement may not be terminated except as required by law. On and after the Transfer Date, the Depositary shall, whenever so directed by the Company, terminate the Depositary will terminate this Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts GDRs then outstanding at least 30 60 days prior to the date fixed in such notice for such termination. The On and after the Transfer Date, the Depositary may likewise terminate the Deposit this Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resign, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement. In either case, on a If any GDRs shall remain outstanding after the date not less than 90 days after such noticeof termination, the Depositary thereafter shall deliver or make available for delivery to holders discontinue the registration of Receiptstransfers of GDRs, upon surrender shall suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders Holders thereof, shall not accept deposits of the Receipts. Upon the termination of Shares (and shall instruct each Custodian to act accordingly), and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Company Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities and shall, as directed by the Company, either (i) sell property and rights and convert Deposited Securities into cash and deliver the net proceeds of such sales or conversions as provided in the Deposit Agreement or (ii) deliver Deposited Securities, in each case together with any dividends or other distributions received with respect thereto, in exchange for GDRs surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it hereunder, without liability for interest, for the pro rata benefit of the Holders of GDRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations thereunder under the Deposit Agreement, except to account for its obligations such net proceeds and other cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _______________ whose taxpayer identification number is _________________ and whose address including postal zip code is _______________ the within GDR and all rights thereunder, hereby irrevocably constituting and appointing ___________ attorney-in-fact to transfer said GDR on the books of the Depositary with full power of substitution in the premises. [NAME OF HXXXXX] Dated: __________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED _________________________________ Citibank, N.A., as Depositary ADR Department 100 Xxxx Xxxxxx New York, New York 10043 Re: Grasim Industries Limited Dear Sirs: Reference is hereby made to the DepositaryDeposit Agreement, any Depositary's Agent dated as of November 25, 1992 (the "Deposit Agreement"), among Grasim Industries Limited, Citibank, N.A., as Depositary and any Registrar under Sections 5.7 Holders and 5.8 Beneficial Owners of Global Depositary Receipts ("GDRs") issued thereunder. Capitalized terms used but not defined herein shall have the meanings given them in the Deposit Agreement. 1. The undersigned is acquiring a GDR or a beneficial interest in the Master GDR upon deposit of Shares pursuant to Section 2.02 of the Deposit Agreement. If any Receipts remain outstanding after The undersigned hereby certifies and agrees as follows: ☐ A. The undersigned is the date of termination beneficial owner of the Deposit Agreement, Shares deposited in connection herewith. The undersigned is acquiring the Depositary thereafter shall discontinue all functions and be discharged from all obligations as provided GDR or a beneficial interest in the Deposit AgreementMaster GDR for its own account. The undersigned is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933). OR ☐ B. The undersigned is a broker-dealer acting as agent on behalf of its customer; such customer has confirmed to the undersigned in writing that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933), except as specifically provided therein.that it is the beneficial owner of the Shares being deposited in connection herewith and that it either (i) is acquiring the GDR or a beneficial interest in the Master GDR for its own account or (ii) is acting for the account of an entity that is a qualified institutional buyer that will acquire the GDR or a beneficial interest in the Master GDR for its own account. OR

TERMINATION OF DEPOSIT AGREEMENT. Whenever so directed by the Company, the The Depositary will at any time at the direction of the Company terminate this the Deposit Agreement by mailing notice of such termination to the record holders Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resigned, if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 within such 60 days. If any Receipts shall remain outstanding after the date of the Deposit Agreement. In either case, on a date not less than 90 days after such noticetermination, the Depositary shall deliver or make available for delivery to holders thereafter will discontinue the registration of transfers of Receipts, upon surrender will suspend the distribution of the such Receipts evidencing Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the Depositary Shares. The Deposit Agreement shall automatically terminate after all outstanding Depositary Shares have been redeemed, converted into or exchanged for Common Stock or there has been a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed dividends to the holders of the Receipts. Upon the termination of Holders thereof and will not give any further notices or perform any further acts under the Deposit Agreement, except the Company collection of dividends and other distributions pertaining to Deposited Securities, the sale of rights and the delivery of Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrendered. Thereafter the Depositary shall be discharged from all obligations thereunder under the Deposit Agreement, except to account for such net proceeds and other cash, and except for its obligations to indemnify the Depositary, any Depositary's Agent and any Registrar under Sections 5.7 and 5.8 of the Deposit Agreement. If any Receipts remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue all functions and be discharged from all obligations Company as provided in the Deposit Agreement, except Agreement and as specifically provided thereinabove. (1) Receipts of deposits and issuance of Receipts $5 per 100 American Depositary Shares or fraction thereof Party to whom Receipts are issued (2) Delivery of deposits and surrender of eceipts $5 per 100 American Depositary Shares or fraction thereof Party surrendering Receipts