Common use of TERMINATION OF DEPOSIT AGREEMENT Clause in Contracts

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 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 5.04 of 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 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 theretofore 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 except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company, upon 60 days' prior written notice delivered by the Company to the Depositary, terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have has delivered to the Company a written notice of its election to resign, and a qualified successor depositary shall has not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementwithin 90 days after such delivery. If any Receipts International GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of ReceiptsInternational GDRs, shall will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and shall 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 shall will continue to collect the collection of dividends and other distributions pertaining to Deposited Securities, shall will sell property and rights and Convert Deposited Securities into cash as provided in the Deposit Agreement, and shall will continue to deliver Deposited SecuritiesSecurities or the proceeds thereof, as permitted by applicable law, together with any dividends or other distributions received with respect thereto and the net next proceeds of the sale of any Shares, rights or other property, in all such cases, without liability for interest, in exchange for Receipts International GDSs surrendered to the Depositary. After At any time after the expiration of two years one year from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts 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 to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreementcash.

TERMINATION OF DEPOSIT AGREEMENT. 20.1 The Depositary shall at any time at the direction of the Company may terminate the Deposit Agreement by mailing written notice of such termination to the 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 (a) the Company has failed to appoint a replacement Depositary within 60 days of the date on which the Company or the Depositary has given notice pursuant to Clause 12 of the Deposit Agreement 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. If the Deposit Agreement is to be terminated, 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 for termination (the "Termination Date"), which shall be at any time least 90 days after the Depositary date of that notice, and the Deposit Agreement shall have delivered terminate on that Termination Date. 20.2 At any time prior to the Company a written notice Termination Date, the Depositary may accept surrenders of its election to resign, and a successor depositary shall not have been appointed and accepted its appointment as provided GDRs for the purpose of withdrawal of Deposited Property in Section 5.04 accordance with Clause 3 of the Deposit Agreement. If Agreement and Condition 1. 20.3 At any Receipts shall remain outstanding time 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 the expiration of two years from the date fixed for terminationTermination Date, the Depositary may sell the Deposited Securities 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 under the Deposit Agreementhereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts not theretofore surrenderedGDRs that remain outstanding, and those Holders will become general creditors of the Depositary with respect to those net proceeds. After making such that sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except (i) to account to Holders for such the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of GDRs, any expenses for the account of the Holder of such GDRs in accordance with the terms and except for its obligations to the Company under Section 5.08 conditions of the Deposit Agreement. Upon Agreement and any 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 Condition 20.4 below, and after selling the Deposited Property and satisfying (i) and (ii) above, the Depositary may cancel the outstanding GDRs. 20.4 After the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Property (that have not been sold), may sell rights and other property as provided in the Deposit Agreement 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 AgreementAgreement and any applicable taxes or governmental charges). However, after the Company shall 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 discharged from required to deliver cash proceeds of the sale of Deposited Property until all its obligations 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 provided in 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 Depositary under Sections 5.08 and 5.09 winding up, liquidation or dissolution of the Deposit AgreementCompany.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by by. mailing notice of such termination to the 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 Agreement, upon the notice set forth in the preceding sentence, at any time after 90 days after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and a provided that no successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementwithin such 90 days. If any Receipts shall remain outstanding after After the date of so fixed for 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 will perform any no further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends advise Holders of such termination, receive and other hold distributions pertaining to on Deposited Securities, shall Securities (or sell property or rights as provided in the Deposit Agreement, or convert Deposited Securities into cash) 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 DepositarySecurities being withdrawn. After As soon as practicable after the expiration of two years six months from the date so fixed for termination, the Depositary may shall sell the Deposited Securities then held under the Deposit Agreement and shall thereafter (as long as it may thereafter 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. After making such saleDEPOSIT 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 shall be discharged from all obligations under Shares evidenced by American Depositary Receipts pursuant to the Deposit Agreement, except to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.:

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall willshall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement. After the date fixed for termination, 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 shall willshall discontinue the registration of transfers of Receipts, shall willshall suspend the distribution of dividends to the Holders holdersHolders thereof, and shall willshall not give any further notices or perform any further acts under the Deposit Agreement, except that 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. After At any time after the expiration of two years yearssix (6) months from the date fixed for of termination, the Depositary may sell mayshall sell, to the extent practicable, the Deposited Securities then held under the Deposit Agreement and may mayshall 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 which have not theretofore been surrendered. After ThereafterAfter 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 except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The 12.1 Either the Company or the Depositary shall at any time at but, in the direction 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 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 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 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 any sums payable by the Depositary to resignthe Custodian and/or any other expenses incurred by the Depositary in connection with such delivery and surrender, and a successor depositary shall not have been appointed and accepted its appointment as provided otherwise in Section 5.04 of the Deposit accordance with this Agreement. . 12.3 If any Receipts shall GDRs remain outstanding after the date of termination, the Depositary thereafter shall discontinue as soon as reasonably practicable sell the registration of transfers of Receipts, shall suspend the distribution of dividends to the Holders thereof, Deposited Property then held by it under this Agreement and shall not give register transfers, shall not pass on dividends or distributions or take any further notices or perform any further acts under the Deposit Agreementother action, 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 it will 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 this Agreement, without liability for interest, for the pro rata benefit to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Holders Deposited Property which is represented by the GDRs of Receipts not theretofore surrenderedwhich they are the Holders. After making such sale, the Depositary shall be discharged from all obligations under this Agreement and the Deposit AgreementConditions, except its obligation to account to Holders for such net proceeds of sale and other cash and except for its comprising the Deposited Property without interest. 12.4 For the avoidance of doubt, any obligations of the Company herein to make payments to the Company under Section 5.08 Depositary and indemnify it and any obligation of the Deposit Agreement. Upon termination of the Deposit Agreement, Depositary to indemnify the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 in respect of the Deposit Agreementany event occurring before termination survive any such termination.

TERMINATION OF DEPOSIT AGREEMENT. The Whenever so directed by the Company, the Depositary shall at any time at the direction of the Company will terminate the Deposit Agreement by mailing notice of such termination to the Holders 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement. If any Receipts shall remain outstanding In either case, on a date not less than 90 days 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 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 theretofore surrendered. After making such salenotice, the Depositary shall be discharged from 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 obligations under outstanding Depositary Shares have been redeemed or there has been a final distribution in respect of the Deposit AgreementStock in connection with any liquidation, except to account for dissolution or winding up of the Company and such net proceeds and other cash and except for its obligations distribution has been distributed to the Company under Section 5.08 holders of the Deposit AgreementReceipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement thereunder except for its obligations to the Depositary Depositary, any Depositary’s Agent and any Registrar under Sections 5.07 and 5.08 and 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. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years six (6) months from the date fixed for 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 ADSs not theretofore surrendered. After making such sale, the Depositary shall 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 and except for its obligations to cash, after deducting, or charging, as the Company under Section 5.08 case may be, the fees of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit AgreementAgreement and any applicable taxes or governmental charges or assessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement Agreement, except for its the Company's obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of 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 Holders 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. After At any time after the expiration of two years four months from the date fixed for 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 Agreementthereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts Owners 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 except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 with respect to indemnification, charges and 5.09 of the Deposit Agreementexpenses.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresign or shall have received from the Company a written notice of its removal, and a provided that no successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementwithin such sixty (60) day period. If any Receipts shall remain outstanding after After the date of so fixed for 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 will perform any no further acts under the Deposit Agreement, except that the Depositary shall to continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell 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 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 DepositaryDepositary (after deducting or charging, as the case may be, the fees of the Depositary and other expenses set forth in the Deposit Agreement). After At any time after the expiration of two years six (6) months from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of Receipts which have not theretofore been surrendered. After making , such sale, Holders thereupon becoming general creditors of the Depositary shall with respect to such net proceeds. Thereafter the Depositary will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting or charging, as the case may be, the fees of the Depositary and except for its obligations to the Company under Section 5.08 of other expenses set forth in the Deposit Agreement, if any). Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit AgreementHolders thereunder.

TERMINATION OF DEPOSIT AGREEMENT. The Whenever so directed by the Company, the Depositary shall at any time at the direction of the Company will terminate the this Deposit Agreement by mailing notice of such termination to the Holders 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 5.4 of the Deposit Agreement. If any Receipts shall remain outstanding In either case, on a date not less than 90 days 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 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 theretofore surrendered. After making such salenotice, the Depositary shall be discharged from 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 obligations under outstanding Depositary Shares have been redeemed or there has been a final distribution in respect of the Deposit AgreementStock in connection with any liquidation, except to account for dissolution or winding up of the Company and such net proceeds and other cash and except for its obligations distribution has been distributed to the Company under Section 5.08 holders of the Deposit AgreementReceipts. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement thereunder except for its obligations to the Depositary Depositary, any Depositary’s Agent and any Registrar under Sections 5.08 5.7 and 5.09 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. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years one year from the date fixed for 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. After making such sale, the Depositary shall 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 and except for its obligations to cash, after deducting, or charging, as the Company under Section 5.08 case may be, the fees of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit AgreementAgreement and any applicable taxes or governmental charges or assessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement Agreement, except for its the Company's obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing on at least 30 days’ notice of such termination to the Holders 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 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 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers transfer of Receipts, shall suspend the distribution of dividends to the Holders thereof, 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 collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver delivery of Deposited Securities, together with any dividends or 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. After At any time after the expiration of two years from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter shall 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 holders of Receipts which shall not have been theretofore surrendered. After making All such sale, 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 to the holders of Receipts under the Deposit Agreement, except to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreementcash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years from the date fixed for 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. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash cash. EXHIBIT B TO DEPOSIT AGREEMENT (1) Receipt of deposits and except for its obligations issuance of Receipts $5 per 100 American Depositary Shares or fraction thereof Party to the Company under Section 5.08 whom Receipts are issued (2) Delivery of the Deposit Agreement. Upon termination deposits and surrender of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Receipts $5 per 100 American Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Shares or fraction thereof Party surrendering Receipts

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor suc­cessor depositary shall not have been appointed ap­pointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement. If any Receipts shall remain outstanding after the date of terminationtermina­tion, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends divi­dends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit AgreementAgree­ment, except that the Depositary shall continue to collect col­lect dividends and other distributions pertaining to Deposited SecuritiesSe­curities, shall sell rights as provided in the Deposit AgreementAgree­ment, and shall continue to deliver Deposited Securities, together 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 sur­rendered to the Depositary. After At any time after the expiration of two years six months from the date fixed for 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 Agreementthere­under, unsegregated and without liability for interestinter­est, for the pro rata benefit of the Holders of Receipts Re­ceipts which have not theretofore surrenderedsur­rendered their Receipts, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making 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 except for its obligations to the Company under Section 5.08 of the Deposit AgreementAgreement and to account for such net proceeds and other cash. Upon termination the termina­tion of the Deposit Agreement, the Company shall be discharged from all its obligations obliga­tions under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company upon 30 days' prior notice from the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 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 5.04 5.05 of the Deposit Agreementagreement. If any Receipts GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of ReceiptsGDRs, shall 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 sell 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 other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts GDRs surrendered to the Depositary. After At any time after the expiration of two years six (6) months from the date fixed for 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 which have not theretofore been surrendered. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 5.06 and 5.09 5.10 thereof The obligations of the Depositary under Section 5.10 of the Deposit Agreement shall survive the termination of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or of perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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 DepositaryDepository. After At any time after the expiration of two years one year from the date fixed for 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. After making such sale, the Depositary shall 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 and except for its obligations to cash, after deducting, or charging, as the Company under Section 5.08 case may be, the foes of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit AgreementAgreement and any applicable taxes or governmental charges or assessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement Agreement, except for its the Company's obligations to the Depositary under Sections Section 5.08 and 5.09 of the Deposit Agreementthereof.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the direction of the Company Com­pany terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor depositary deposi­tary shall not have been appointed and accepted its appointment appoint­ment as provided in Section 5.04 of the Deposit Agreement5.4. If any Receipts shall remain outstanding outstand­ing after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend sus­pend the distribution distribu­tion of dividends to the Holders 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 distribu­tions pertaining to Deposited SecuritiesSecuri­ties, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited SecuritiesSecuri­ties, 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 DepositaryDepositary(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). After At any time after the expiration of two years six months from the date fixed for of termination, the Depositary may sell the Deposited Depos­ited Securities then held under the Deposit Agreement hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, unsegregated and without liability for interestin­terest, for the pro rata benefit of the Holders of Receipts which have not theretofore surrenderedsurrendered their Receipts, such Holders thereupon becoming general creditors of the Depositary with re­spect to such net proceeds. After making such sale, the Depositary 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 5.08 5.8 of the Deposit Agreement. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all its obligations under the this Deposit Agreement except ex­cept for its obligations obliga­tions to the Depositary under Sections 5.08 5.8 and 5.09 5.9 of the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of 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 Holders 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. After At any time after the expiration of two years one year from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement evidenced by Receipts which have not theretofore been surrendered and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementthereunder, without liability for interest, for the pro rata benefit of the Holders Owners of Receipts not theretofore surrenderedReceipts. 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 except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 with respect to indemnification, charges, and 5.09 of the Deposit Agreementexpenses.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will, if at any time at the direction of the Company so requests, terminate the Deposit Agreement by mailing publishing notice of such termination to the Holders 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall 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 shall will continue to collect dividends and other distributions pertaining to Deposited Securities, shall will sell rights as provided in the Deposit Agreement, Agreement and shall will continue to deliver Deposited Securities, Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights rights, or other property, in exchange for Receipts surrendered to the Depositary. After Upon termination of the Deposit Agreement, the Depositary shall deliver Stock in respect of deliverable portions of such Receipts 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 two years six months from the date fixed for 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 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 other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders 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, Agreement (except to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash). Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement thereunder except for its obligations to the Depositary under Sections 5.08 Depositary, any Registrar and 5.09 of the Deposit AgreementCustodian with respect to indemnification and the Depositary's charges and expenses.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company, upon 60 days' prior written notice delivered by the Company to the Depositary, terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have has delivered to the Company a written notice of its election to resign, and a qualified successor depositary shall has not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementwithin 90 days after such delivery. If any Receipts Rule 144A GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of ReceiptsRule 144A GDRs, shall will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and shall 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 shall will continue to collect the collection of dividends and other distributions pertaining to Deposited Securities, shall will sell property and rights and convert Deposited Securities into cash as provided in the Deposit Agreement, and shall will continue to deliver Deposited SecuritiesSecurities or the proceeds thereof, as permitted by applicable law, together with any dividends or other distributions received with respect thereto and the net next proceeds of the sale of any Shares, rights or other property, in all such cases, without liability for interest, in exchange for Receipts Rule 144A GDSs surrendered to the Depositary. After At any time after the expiration of two years one year from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts 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 cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and except for its obligations 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 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 under Section 5.08 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. Upon termination This certification and agreement is furnished in connection with the deposit of Shares and the Deposit Agreement, the Company shall creation of Rule 144A Global Depositary Shares ("Rule 144A GDSs") to be discharged from all its obligations under the Deposit Agreement except for its obligations evidenced by one or more Rule 144A GDRs pursuant to the Depositary under Sections 5.08 2.02 and 5.09 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 by 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. The Depositary shall will at any time at the direction of the Company Company, upon 90 days' prior written notice from the Company, terminate the Deposit Agreement by mailing notice of such termination to the 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 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 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, will not accept deposits of Shares (and shall 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 shall will continue to collect dividends and other distributions pertaining to Deposited Securities, shall will sell property and rights as provided in the Deposit Agreementand convert Deposited Securities into cash, and shall 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. After At any time after the expiration of two years six months from the date fixed for 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, interests for the pro rata benefit of the Holders of Receipts not theretofore surrendered. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreementcash.

TERMINATION OF DEPOSIT AGREEMENT. The 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 at any time at shall, whenever so directed by the direction of the Company Company, terminate the Deposit Agreement by mailing notice of such termination to the 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 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 5.04 of the Deposit Agreement. If any Receipts GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of ReceiptsGDRs, 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 SecuritiesSecurities and shall, 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, and shall continue to Agreement or (ii) deliver Deposited Securities, in each case together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertythereto, in exchange for Receipts GDRs surrendered to the Depositary. After At any time after the expiration of two years six months from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts 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 cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and except for its obligations 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 Company under 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 5.08 2.02 of the Deposit Agreement. Upon termination 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 (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, 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 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 offer, sell, pledge or otherwise transfer any GDR or any beneficial interest in the Master GDR, the Shares or 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 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 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, 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 withdrawn 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 customer, or the entity for whom it is acting, has confirmed to it in writing that) the deposit of Shares in connection with which this certification is being delivered was made in compliance with Section 2.02 of the 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 GDSs evidenced by such GDR or interest. 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 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 condition of and in consideration for the withdrawal of Shares pursuant to Section 2.05 of the Deposit Agreement, the Company shall be discharged from all its obligations under undersigned hereby agrees for the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 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. For the avoidance of doubt, the term "Transfer" shall not include the registration of the withdrawn Shares on the books of the Company in the name of the undersigned or its nominee. (The person registered on such books as the 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. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of terminationtermination of the Deposit Agreement, 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 (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. After the expiration of At any time two years from the date fixed for terminationof termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold the net proceeds of any such sale, together with sale and any other cash then held by it under the Deposit Agreement, in an unsegregated account, without liability to any party for interestinterest thereon, for the pro rata benefit of the Holders of theretofore unsurrendered Receipts. (1) Issuance by Depositary of Receipts not theretofore surrendered. After making such sale, the against deposits of Shares 2 $5 per 100 American Depositary shall be discharged from all obligations under the Deposit Agreement, except Shares or portion Party to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 whom Receipts are delivered thereof (2) Delivery by Custodian of the Deposit Agreement. Upon termination Deposited Securities against surrender of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Receipts $5 per 100 American Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Shares or fraction Party surrendering Receipts thereof

TERMINATION OF DEPOSIT AGREEMENT. The Depositary may, and shall at any time at the written direction of the Company Company, terminate the Deposit Agreement and the Receipts by mailing notice of such termination to the Holders 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 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 5.04 of the Deposit Agreement. If any Receipts shall remain outstanding after 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 the expiration of two years from the date so fixed for termination, the Depositary may sell the Deposited Securities then held and its agents will perform no further acts under the Deposit Agreement 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 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 thereafter lawfully do so) hold in a segregated account the net proceeds of any such salesales, 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 holders of Receipts entitled thereto which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under in respect of the Deposit AgreementAgreement and the Receipts, except to account for such net proceeds and other cash and except cash. After the date so fixed for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreementtermination, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 its agents." SECTION 3.02. The following is inserted into the form of Receipt set forth as Exhibit A to the Deposit AgreementAgreement as paragraph (23).

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of under the Deposit Agreement, such termination to become effective by the Depositary mailing notice thereof to Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years yearsfour (4) months from the date fixed for 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 under the Deposit Agreementthereunder, 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 be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash and except for its obligations to the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreementcash.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years six (6) months from the date fixed for 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 ADSs not theretofore surrendered. After making such sale, the Depositary shall 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 and except for its obligations to cash, after deducting, or charging, as the Company under Section 5.08 case may be, the fees of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit AgreementAgreement and any applicable taxes or governmental charges or assessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement Agreement, except for its the Company’s obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. The 21.1 Either the Company or the Depositary shall at any time at but, in the direction 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 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 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 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 resignany sums payable by the Depositary and/or any other expenses incurred by the Depositary in connection with such delivery and surrender, and a successor depositary shall not have been appointed and accepted its appointment as provided otherwise in Section 5.04 of accordance with the Deposit Agreement. . 21.3 If any Receipts shall GDRs 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 the expiration of two years from the date fixed for termination, the Depositary may soon as reasonably practicable sell the Deposited Securities Property then held by it under the Deposit Agreement and may thereafter hold shall not register transfers, shall not pass on dividends or distributions or take any other action, except that it will deliver 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 to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Holders Deposited Property which is represented by the GDRs of Receipts not theretofore surrenderedwhich they are the Holders. After making such sale, the Depositary shall be discharged from all obligations under the Deposit AgreementAgreement and these Conditions, except its obligation to account to Holders for such net proceeds of sale and other cash and except for its obligations to comprising the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit AgreementDeposited Property without interest.

TERMINATION OF DEPOSIT AGREEMENT. The 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 at any time at shall, whenever so directed by the direction of the Company Company, terminate the Deposit Agreement by mailing notice of such termination to the 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 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 5.04 of the Deposit Agreement. If any Receipts GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of ReceiptsGDRs, 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 SecuritiesSecurities and shall, 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, and shall continue to Agreement or (ii) deliver Deposited Securities, in each case together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertythereto, in exchange for Receipts GDRs surrendered to the Depositary. After At any time after the expiration of two years six months from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts 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 cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and except for its obligations 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 Company under Section 5.08 books of the Deposit AgreementDepositary with full power of substitution in the premises. Upon termination ________________________________ [NAME OF HXXXXX] Dated: ____________________ By: _____________________________ Title: NOTICE: The signature of the Deposit AgreementHolder 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 _____________________________________ All capitalized terms used but not otherwise defined herein shall have the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations meaning given to the Depositary under Sections 5.08 and 5.09 of such terms in the Deposit Agreement.

TERMINATION OF DEPOSIT AGREEMENT. The 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 at any time at shall, whenever so directed by the direction of the Company Company, terminate the Deposit Agreement by mailing notice of such termination to the 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 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 5.04 of the Deposit Agreement. If any Receipts GDRs shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of ReceiptsGDRs, 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 SecuritiesSecurities and shall, 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, and shall continue to Agreement or (ii) deliver Deposited Securities, in each case together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertythereto, in exchange for Receipts GDRs surrendered to the Depositary. After At any time after the expiration of two years six months from the date fixed for of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement hereunder and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreementhereunder, without liability for interest, for the pro rata benefit of the Holders of Receipts 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 cash. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and except for its obligations 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 Company under 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 5.08 2.02 of the Deposit Agreement. Upon termination The undersigned hereby certifies and agrees as follows: ☐ A. The undersigned is the beneficial owner of the Deposit Agreement, Shares deposited in connection herewith. The undersigned is acquiring the Company shall be discharged from all GDR or a beneficial interest in the Master GDR for its obligations own account. The undersigned is a qualified institutional buyer (as defined in Rule 144A under the Deposit Agreement except 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 (i) is acquiring the GDR or a beneficial interest in the Master GDR for its obligations to own account or (ii) is acting for the Depositary under Sections 5.08 and 5.09 account of an entity that is a qualified institutional buyer that will acquire the Deposit Agreement.GDR or a beneficial interest in the Master GDR for its own account. OR

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will, if at any time at the direction of the Company so requests, terminate the Deposit Agreement by mailing notice of such termination to the Holders 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers transfer of Receipts, shall except as provided below, will suspend the distribution of dividends to the Holders holders thereof, and shall 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 shall will continue to collect dividends and other distributions pertaining to Deposited Securities, shall will sell rights as provided in the Deposit Agreement, Agreement and shall will continue to deliver Deposited Securities, 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 Upon termination of the Deposit Agreement, the Depositary shall deliver Stock in respect of deliverable portions of such Receipts 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 two years six months from the date fixed for 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 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 other cash then held by it under the Deposit Agreement, without liability for interest, for the pro rata benefit of the Holders 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 except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement thereunder except for its obligations to the Depositary under Sections 5.08 Depositary, any Registrar and 5.09 of the Deposit AgreementCustodian with respect to indemnification and the Depositary’s charges and expenses.

TERMINATION OF DEPOSIT AGREEMENT. The 12.1 Either the Company or the Depositary shall at any time at but, in the direction 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 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 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 any time 90 days after the Depositary shall have delivered to the Company a written notice of its election to resigndelivery and surrender, and a successor depositary shall not have been appointed and accepted its appointment as provided otherwise in Section 5.04 of the Deposit accordance with this Agreement. . 12.3 If any Receipts shall GDRs remain outstanding after the date of termination, the Depositary thereafter shall discontinue as soon as reasonably practicable sell the registration of transfers of Receipts, shall suspend the distribution of dividends to the Holders thereof, Deposited Property then held by it under this Agreement and shall not give register transfers, shall not pass on dividends or distributions or take any further notices or perform any further acts under the Deposit Agreementother action, 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 it will 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 this Agreement, without liability for interest, for the pro rata benefit to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Holders Deposited Property which is represented by the GDRs of Receipts not theretofore surrenderedwhich they are the Holders. After making such sale, the Depositary shall be discharged from all obligations under this Agreement and the Deposit AgreementConditions, except its obligation to account to Holders for such net proceeds of sale and other cash and except for its comprising the Deposited Property without interest. 12.4 For the avoidance of doubt, any obligations of the Company herein to make payments to the Company under Section 5.08 Depositary and indemnify it and any obligation of the Deposit Agreement. Upon termination of the Deposit Agreement, Depositary to indemnify the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 in respect of the Deposit Agreementany event occurring before termination survive any such termination.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 Agreement, upon the notice set forth in the preceding sentence, at any time after 90 days after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and a provided that no successor depositary shall not within such 90 days have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementwithin such 90 days. If any Receipts shall remain outstanding after After the date of so fixed for 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 will perform any no further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends advise Holders of such termination, receive and other hold distributions pertaining to on Deposited Securities, shall Securities (or sell property or rights as provided in the Deposit Agreement, or convert Deposited Securities into cash) 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 DepositarySecurities being withdrawn. After As soon as practicable after the expiration of two years one year from the date so fixed for termination, the Depositary may shall sell (after prior consultation with the Company as to the manner of sale) the Deposited Securities then held under the Deposit Agreement and shall thereafter (as long as it may thereafter 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 interest, for the pro rata benefit of the Holders of Receipts not theretofore 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 except for its obligations to the Company under Section 5.08 The charges of the Deposit Agreement. Upon termination Depositary, subject to Sections 5.09 and 6.01 of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement 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 who Receipts are delivered (2) Withdrawal of Deposited Securities against surrender of Receipts $5 per 100 American Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Shares or portion thereof Person surrendering Receipts

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Deposited. Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years six months from the date fixed for 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. After making such sale, Thereafter the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash cash. The Company, the Holders, the Beneficial Owners and except the persons depositing Shares or surrendering ADSs for its obligations cancellation agree to pay the Company under Section 5.08 following fees of the Deposit Agreement. Upon termination Depositary: (1) Receipt of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement except for its obligations deposits and issuance of Receipts $5.00 per 100 American Depositary Shares (or fraction thereof) Party to the whom Receipts are issued (2) Delivery of deposited Ordinary Shares against surrender of Receipts $5.00 per 100 American Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Shares (or fraction thereof) Party surrendering Receipts

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company Issuer terminate the Deposit Agreement by mailing notice of such termination to the 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, resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of 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 Holders Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreementagreement, 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. After At any time after the expiration of two years 60 days from the date fixed for 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 Agreementthereunder, without liability for interest, for the pro rata benefit of the Holders Owners 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 except for its obligations to the Company under Section 5.08 of the Deposit Agreementcash. Upon the termination of the Deposit Agreement, the Company Issuer shall be discharged from all its obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 with respect to indemnification, charges, and 5.09 of the Deposit Agreementexpenses.

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementappointment. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years one year from the date fixed for 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. After making such sale, the Depositary shall 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 and except for its obligations to cash, after deducting, or charging, as the Company under Section 5.08 case may be, the fees of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit AgreementAgreement and any applicable taxes or governmental charges or assessments. Upon the termination of the Deposit Agreement, the Company shall be discharged from all its obligations under the Deposit Agreement Agreement, except for its the Company's obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Section 5.08

TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall will at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the 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 after the Depositary shall have delivered to the Company a written notice of its election to resignresigned, and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreementwithin such 60 days. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Holders thereof, thereof and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect collection of dividends and other distributions pertaining to Deposited Securities, shall sell the sale of rights as provided in and the Deposit Agreement, and shall continue to deliver 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. After At any time after the expiration of two years six months from the date fixed for 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. After making such sale, Thereafter the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash cash, and except for its obligations to indemnify the Company under Section 5.08 of the Deposit Agreement. Upon termination of the Deposit Agreement, the Company shall be discharged from all its obligations under as provided in the Deposit Agreement except for its obligations and as provided above. (1) Receipts of deposits and issuance of Receipts $5 per 100 American Depositary Shares or fraction thereof Party to the whom Receipts are issued (2) Delivery of deposits and surrender of eceipts $5 per 100 American Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.Shares or fraction thereof Party surrendering Receipts