Common use of The Depositary the Custodian and the Company Clause in Contracts

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.and

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company, subject in either case to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registrationregistration of issuances, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, which approval shall not be unreasonably withheld, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply after consultation with the requirements of such securities exchange(s), market(s) Company or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (ia) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; Agreement and (iib) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar Registrar, as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.10 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 5.1. Maintenance of Office and Transfer Books by the Registrar. Depositary Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, at its Corporate Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsOwners, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts Owners in the interest of a business or object other than the business of the Company or other than Company, including, without limitation, a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books books, after consultation with respect the Company to the Receiptsextent practicable, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or at the request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 2.6 which limit the suspension of withdrawals of Shares, and, provided further, that the Depositary shall provide the Company with written notice promptly after any such closure which occurs on a Business Day. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, upon the request or with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges exchange or systemsexchanges. Such Any such Registrar or co-registrars may shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. If The Company shall have the right, upon reasonable request, to inspect the transfer and registration records of the Depositary relating to the Receipts, to take copies thereof and to require the Depositary and any Receipts co-registrars to supply copies of such portions of such records as the Company may request. SECTION 5.2. Prevention or Delay in Performance by the Depositary or the American Company Neither the Depositary Shares evidenced thereby are listed on one nor the Company nor any of their respective directors, employees, agents or more securities exchangesaffiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, markets if by reason of (a) any provision of any present or automated quotation systemsfuture law or regulation of the United States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control, or (b) in the case of the Depositary only, (i) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision, present or future, of the Charter of the Company or any other instrument of the Company governing the Deposited Securities, or (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, the Depositary or the Company shall be entitled toprevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or Deposited Securities it is provided shall be done or performed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.1 through 4.4). Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates incur any liability to any Owner or holder of any Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iii) for the inability of any Owner or holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or holders, or (iv) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement or in the Charter of the Company. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, the Depositary is prevented or prohibited from making such distribution or offering available to Owners, and shallthe Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the net proceeds available to such Owners, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply then the Depositary, after consultation with the requirements Company, shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. SECTION 5.3. Obligations of such securities exchange(sthe Depositary, the Custodian and the Company The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), market(sexcept that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, on behalf of any Owner, Beneficial Owner or other person and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for U.S. legal issues, recognized Russian legal counsel for Russian legal issues and recognized counsel from any other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or inaction is in good faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or automated quotation system(sfailure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) applicable to itany provision of any present or future law or regulation of the United States, notwithstanding the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. Notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide not be liable to the Depositary such information and assistance as may be reasonably necessary Depositary, any Owner or Beneficial Owner or holder of any Receipts or any other person for the Depositary unavailability of the Deposited Securities or for the failure to comply make any distribution of cash or property with such requirementsrespect thereto as a result of (i) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or (iii) any act of God or war or other circumstance beyond its control. No Owner or Beneficial Owner shall be deemed to possess any rights held by any Company shareholder under Russian law or the Charter (including, but not limited to, the right, if any, to receive any particular dividend amount or rate with respect to the extent that Shares) as a result of any provision in this Deposit Agreement, and, as such, the Company may lawfully do soshall not, as a result of any provision of this Deposit Agreement, be liable, or otherwise owe any duty or obligation, to any Owner or Beneficial Owner for any rights, duties or obligations owed by the Company to any one of its shareholders as such under Russian law or the Charter. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of ManhattanXxxxxxx xx Xxxxxxxxx, the City of New York, an office and facilities for the execution and deliveryDelivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that Holders. The Depositary shall not permit such inspection shall not be, if to the Depositary's or the Registrar's knowledge, knowledge it is for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. Each Holder agrees to request such inspection only in connection with such business or such a matter. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced represented thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or shall appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges exchange or systemsexchanges. Such Registrar or Each registrar and co-registrars registrar appointed under this Section 5.1 shall give notice in writing to the Company and the Depositary, accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. The Company will have the right to inspect the transfer and registration records of the Depositary, take copies thereof and to require the Depositary, the Registrar and any coregistrars, at the Company's expense, to supply copies of such portions of such records as the Company may reasonably request. Section 5.2 Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company shall incur any liability to any Holder, if by reason of any provision of any present or future law of the United States, Hong Kong, or any other country, or of any other governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum of Association and Bye-laws of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from doing or performing any act or thing contemplated by the terms of this Deposit Agreement; nor shall the Depositary or the Company incur any liability to any Holder by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing contemplated by the terms of this Deposit Agreement, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.2, 4.3 or 4.4, or an offering or distribution pursuant to Section 4.5, or because of applicable law, such distribution or offering may not be made available to all or certain Holders, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse, without any liability of the Depositary or the Company to any Holder or any other party. Section 5.3 Obligations of the Depositary, the Custodians and the Company. The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders or other persons, except that it shall act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Holder or any other person (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it shall act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend, any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be removed required, and a substitute or substitutes appointed by the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. If Neither the Depositary nor the Company shall be liable for any Receipts action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the American effect of any such vote, provided that any such action or inaction is in good faith. The Depositary Shares evidenced thereby are listed on one shall not be liable for any acts or more securities exchanges, markets omissions made by a successor depositary whether in connection with a previous act or automated quotation systems, (i) omission of the Depositary shall be entitled toor in connection with any matter arising wholly after the removal or resignation of the Depositary, and shall, take provided that the Depositary acted without negligence or refrain from taking such action(s) bad faith while it acted as it may deem necessary Depositary. No disclaimer or appropriate to comply with liability under the requirements Securities Act of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding 1933 is intended by any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or 47 52 object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed reasonably necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary Depositary, upon the request of or with the approval of the Company, shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts Depositary upon the request of or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed reasonably necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.1. Maintenance of Office and Transfer Books by the Registrar. --------------------------------------------------------- Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registrationregistration of issuances, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, upon the written consent of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request written consent of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Registrar Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar Registrar, as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company, subject, in all cases, to Section 7.8. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Depositary’s Office and Transfer Books by the RegistrarRegister. Until the termination of this Regulation S Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and as well as in London, England, facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities Regulation S GDR Certificates in accordance with the provisions of this Regulation S Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, if the book-entry settlement system is available for Regulation S GDRs, at its Principal New York Office and if the book-entry settlement system is not available for Regulation S GDRs, in its Principal New York Office and Principal London Office for the registration of Receipts Regulation S GDR Certificates and transfers of Receipts Regulation S GDR Certificates, which office or offices, as the case may be, shall be open at all reasonable times shall be open for inspection by the Company Holders and by the Holders of such ReceiptsCompany, provided that such transfers shall only be effected by the Registrar, and provided further that such inspection shall not benot, to the Depositary's or the Registrar's ’s knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Regulation S Deposit Agreement Agreement, the Regulation S GDRs or the ReceiptsRegulation S GDR Certificates. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the ReceiptsRegulation S GDR Certificates, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable request of the Company. If any Receipts or the American Depositary Shares evidenced thereby Regulation S GDRs are listed on one or more stock exchanges or automated quotation systems in the United StatesU.S., the Depositary shall act as Registrar or appoint a Registrar or one or more co-—registrars for registration of Receipts Regulation S GDR Certificates and transfers, combinations and split-—ups, and to countersign such Receipts Regulation S GDR Certificates in accordance with any requirements of such exchanges or systems. Such Registrar or co-—registrars may be removed and a substitute or substitutes successors may be appointed by the Depositary. If any Receipts or the American The Depositary Shares evidenced thereby are listed on may appoint one or more securities exchangesco—transfer agents for the purpose of effecting transfers, markets or automated quotation systems, (i) the Depositary shall be entitled to, combinations and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements split—ups of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request Regulation S GDR Certificates at designated transfer offices on behalf of the Depositary, the Company shall provide the Depositary such information and assistance as . Such co-transfer agents may be reasonably necessary for removed and substitutes may be appointed by the Depositary to comply with such requirements, to the extent that the Company may lawfully do soDepositary.

The Depositary the Custodian and the Company. SECTION 5.1 5.1. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books in such New York City facilities for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when reasonably deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or at the request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, following Consultation with the Company, appoint a Registrar registrar or one or more co-registrars Registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemssystem or systems and with the terms of any such appointment. Such Registrar or co-registrars Registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. Each Registrar (other than the Depositary. If any ) or co-Registrar of Receipts or appointed under this Section 5.1 shall give notice in writing within 5 business days of such appointment to the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; . The Company shall have the right to inspect transfer and (ii) upon the reasonable request registration records of the Depositary, take copies thereof and require the Company shall provide Depositary, the Depositary Registrar and any co-transfer agents or co-Registrars of Receipts to supply copies of such information and assistance portions of such records as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soreasonably request.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.1. Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, cause the Registrar shall to maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registrationregistration of issuances, registration of transfers, combination and split-up of Receipts, and the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or shall cause the Registrar as applicable, shall to keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company, subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office Offices, Agencies and Transfer Books by the Depositary; Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain at the Corporate Trust Office in New York City and at the Borough of ManhattanPrincipal Office in London, the City of New York, an office and facilities for the execution and delivery, registration, registration of transferstransfer, combination interchange and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities all in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books records at the Corporate Trust Office in New York City, or at such other location in The City of New York as it shall determine, for the registration transfer of Receipts and transfers of American Depositary Receipts which at all reasonable times shall be open for inspection by the Company record holders of American Depositary Receipts and by the Holders of such ReceiptsCompany, provided that such inspection by a holder shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders holders of such American Depositary Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the American Depositary Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptssuch records, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunder. If any the American Depositary Receipts or the American Depositary Shares evidenced thereby are shall be listed on one or more stock exchanges or automated quotation systems in the United StatesNew York Stock Exchange, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systemsExchange. Such Registrar or co-registrars may be removed and a substitute or substitutes registrar appointed by the DepositaryDepositary upon the request or with the approval of the Company. If any the Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities other stock exchanges, markets or automated quotation systems, (i) the Depositary will, at the request of the Company, arrange for such facilities for the delivery, interchange and surrender of Receipts as may be required by law or applicable stock exchange regulation. SECTION 5.02. Prevention or Delay in Performance by the Depositary, any Subdepositary, the Custodian or the Company. Neither the Depositary, any Subdepositary, the Custodian nor the Company shall be entitled toincur any liability to any holder of any Receipts, and shallif by reason of any provision of any present or future law or regulation of the United States, take Japan or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision country, or of this Deposit Agreement; and (ii) upon any other action of any governmental authority, or in the reasonable request case of the Depositary, a Subdepositary or the Custodian, by reason of any provision, present or future, of the Articles of Incorporation or the Share Handling Regulations of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary, any Subdepositary, the Custodian or the Company shall provide be prevented or forbidden from or subjected to any civil or criminal penalty on account of doing or performing any act which by the Depositary such information and assistance terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, any Subdepositary, the Custodian or the Company incur any liability to any holder of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act which by the terms of this Deposit Agreement it is so provided shall or may be reasonably necessary for the Depositary done or performed, or by reason of any exercise of, or failure to comply with such requirementsexercise, to the extent that the Company may lawfully do soany discretion provided for, explicitly or otherwise, in this Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.01. Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities ADRs in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Principal New York Office for the registration and transfer of Receipts and transfers of Receipts ADRs which shall be open at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, knowledge be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement Agreement, the ADSs or the ReceiptsADRs. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or when requested by the Company. If any Receipts or the American Depositary Shares evidenced thereby ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary or its agent shall act as Registrar or or, with the written approval of the Company, may appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts ADSs in accordance with any requirements of such exchange or exchanges or system or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. The Depositary. If any Receipts or , with the American Depositary Shares evidenced thereby are listed on written approval of the Company, may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary. Such co-transfer agents with the written approval of the Company and upon the request of the Company shall be removed and substitutes appointed by the Depositary. Each ADR registrar, co-registrar or automated quotation systems, (i) co-transfer agent appointed under this Section 5.01 shall give notice in writing to the Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and . The Depositary may perform its obligations under this Section 5.01 through any agent appointed by it (ii) upon subject to the reasonable request provisions of the Depositaryimmediately preceding paragraph), provided that the Depositary shall notify the Company of such appointment and shall provide the Depositary such information and assistance as may be reasonably necessary remain responsible for the Depositary to comply with performance of such requirements, to the extent that the Company may lawfully do soobligations as if no agent were appointed.

The Depositary the Custodian and the Company. SECTION 5.1 5.1. Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsHolders, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemsin accordance with the terms of such appointments. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts Depositary upon the written request or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request written approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. --------------------------------------------------------- Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registrationregistration of issuances, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, upon the written consent of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request written consent of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, upon prior written notice to the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, prior written notice to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up split‑up of Receipts, the surrender of Receipts and the delivery Delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars co‑registrars for registration of Receipts and transfers, combinations and split-upssplit‑ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars co‑registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the the, registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall give the Company 30 days prior notice of any change in Registrar. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of ManhattanXxxxxxx xx Xxxxxxxxx, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsOwners, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts Owners in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder with notice to the Company if such closing of the transfer books is outside the ordinary course of business or at the reasonable written request of the Company, provided that any such closing of transfer books shall be subject to the provisions of Section 7.7, which limits the suspension of withdrawals of Shares. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges exchange or systemsexchanges. Such Registrar or The Company shall have the right on reasonable written notice to the Depositary and during the Depositary's normal business hours to inspect the transfer and registration records of the Depositary relating to the Receipts, to take copies thereof and to require the Depositary and any other co-registrars registrars, at the Company's expenses, to supply copies of such portions of such records as the Company may reasonably request. SECTION 5.2 Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or holder of any Receipt, if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Estatuto Social of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or holder of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be removed and a substitute done or substitutes appointed performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, by the Depositary. If terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any Receipts other reason, such distribution or offering may not be made available to Owners, and the American Depositary Shares evidenced thereby are listed may not dispose of such distribution or offering on one or more securities exchangesbehalf of such Owners and make the net proceeds available to such Owners, markets or automated quotation systems, (i) then the Depositary shall be entitled tonot make such distribution or offering, and shallshall allow any rights, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirementsif applicable, to the extent that the Company may lawfully do solapse.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.01. Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until the termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution issuance and delivery, registration, registration of transferstransfers and surrender of ADSs and, combination and if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up of Receiptsup, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Principal Office for the registration of Receipts and transfers of Receipts ADSs, which office shall be open at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement Agreement, the ADSs or the any Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunderhereunder or at the reasonable request of the Company. If any Receipts or the American Depositary Shares evidenced thereby ADSs are listed on one or more stock exchanges or quoted on any automated quotation systems in the United States, the Depositary shall or its agent may act as Registrar if appointed by the Company or, upon the written request of, or with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts ADSs in accordance with any requirements of such exchange or exchanges or systemssystems and with the terms of any such appointment. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the request or with the approval of the Company. If any Receipts or In carrying out its functions, a co-transfer agent A.) shall give notice in writing within five business days from the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) day of such appointment to the Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and (ii) upon . The Depositary may perform its obligations under this Section 5.01 through any agent appointed by it pursuant to this Deposit Agreement, provided that the reasonable request of the Depositary, Depositary shall notify the Company of such appointment and shall provide the Depositary such information and assistance as may be reasonably necessary remain responsible for the Depositary to comply with performance of such requirements, to the extent that the Company may lawfully do soobligations as if no agent were appointed.

The Depositary the Custodian and the Company. SECTION 5.1 5.1. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books in such New York City facilities for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when reasonably deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or at the request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, following Consultation with the Company, appoint a Registrar registrar or one or more co-registrars Registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemssystem or systems and with the terms of any such appointment. Such Registrar or co-registrars Registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. Each Registrar (other than the Depositary) or co-Registrar of Receipts appointed under this Section 5.1 shall give notice in writing within 5 business days of such appointment to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. The Company shall have the right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Registrar and any co-transfer agents or co-Registrars of Receipts to supply copies of such portions of such records as the Company may reasonably request. SECTION 5.2. Obligations of the Depositary, the Custodian and the Company. Each of the Company and its agents assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. Each of the Depositary and its agent and the Custodian and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary, the Custodian and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, the Custodian or the Company or their respective agents. Without limitation of the preceding, none of the Depositary or its agents, the Custodian or its agents or the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve expense or liability, unless indemnity satisfactory to it against all expense (including, without limitation, legal fees and expenses) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. If any Receipts None of the Depositary or its agents or the American Depositary Company or its agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares evidenced thereby are listed on one for deposit, any Holder or more securities exchanges, markets any other person believed by it or automated quotation systems, (i) them in good faith to be competent to give such advice or information. Each of the Depositary and its agents, the Custodian and its agents and the Company and its agents may rely and shall be entitled toprotected in acting upon any written notice, request, direction or other document believed by it to be genuine and shallto have been signed or presented by the proper party or parties. The Depositary shall not be responsible for the manner in which any vote is cast or for the effect of any such vote, take or refrain from taking such action(s) as it provided that the Depositary acted in good faith. Subject to compliance with all applicable laws, rules and regulations, the Depositary and the Custodian may deem necessary or appropriate to comply with own and deal in any class of securities of the requirements Company and its affiliates and in Receipts. No disclaimer of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding liability under the Securities Act of 1933 is intended by any other provision of this Deposit Agreement; and . Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability for any special, consequential, indirect or punitive damages (ii"Special Damages") upon for any breach of the reasonable request terms of this Deposit Agreement or otherwise. SECTION 5.3. Prevention or Delay in Performance by the Depositary, the Custodian or the Company. None of the Depositary, the Custodian, the Company or any of their respective officers, directors, employees, agents or affiliates shall provide incur any liability to any Holder or any other person if, by reason of any provision of any present or future law, order of any government or agency thereof or any court, decree or regulation of Germany, the United States or any other country, including any regulatory authority or stock exchange, or by reason of any provision, present or future, of the Articles of Association (Satzung) of the Company, any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control, the Depositary such information and assistance as or the Company or any of their respective officers, directors, employees, agents or affiliates shall be prevented or forbidden from, or delayed in, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement shall or may be reasonably necessary done or performed or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where by the terms of a distribution pursuant to Section 4.1, Section 4.2 or Section 4.3 of this Deposit Agreement, or for any other reason, such distribution may not be made available to some or all Holders, and the Depositary may not dispose of such distribution on behalf of such Holders and make the net proceeds available to comply with such requirementsHolders, then the Depositary shall not make such distribution available and shall allow any rights to the extent that the Company may lawfully do sosuch distribution to lapse.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up split‑up of Receipts, the surrender of Receipts and the delivery Delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars co‑registrars for registration of Receipts and transfers, combinations and split-upssplit‑ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars co‑registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.01. Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until the termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Principal Office for the registration of Receipts and transfers of Receipts Receipts, which office shall be open at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement Agreement, the ADSs or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunderhereunder or at the reasonable request of the Company. If any Receipts or the American Depositary Shares ADSs evidenced thereby are listed on one or more stock exchanges or quoted on any automated quotation systems in the United States, the Depositary shall or its agent may act as Registrar if appointed by the Company or, upon the written request of, or with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemssystems and with the terms of any such appointment. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled thereto and will be entitled to protection and indemnity to the same extent as the Depositary. If Upon the written approval of the Company, the Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled to ADRs and will be entitled to protection and indemnity to the same extent as the Depositary. So long as any Receipts ADRs or the American Depositary Shares ADSs evidenced thereby are listed on one or more securities stock exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled towill act as registrar, and shallor upon the request of or with the approval of the Company will appoint a registrar or one or more co-registrars, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply for registration of the ADRs in accordance with the requirements of any stock exchange on which ADSs evidenced by such securities exchange(s)ADRs are listed. Such registrars or co-registrars shall, market(supon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. Each Receipt registrar, co-registrar or co-transfer agent appointed under this Section 5.01 (other than Citibank, N.A.) or automated quotation system(s) shall give notice in writing within five business days from the day of such appointment to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and (ii) upon . The Depositary may perform its obligations under this Section 5.01 through any agent appointed by it pursuant to the reasonable request of Deposit Agreement, provided that the Depositary, Depositary shall notify the Company of such appointment and shall provide the Depositary such information and assistance as may be reasonably necessary remain responsible for the Depositary to comply with performance of such requirements, to the extent that the Company may lawfully do soobligations as if no agent were appointed.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts American Depositary Shares and transfers of Receipts American Depositary Shares which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsHolders, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, ’s knowledge be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts American Depositary Shares in accordance with any requirements of such exchanges exchange or systemsexchanges. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. SECTION 5.2 Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company shall incur any liability to any Holder if, by reason of any provision of any present or future law of the United States or the Republic of Ireland or any other country, or of any other governmental authority, or by reason of any provision, present or future, of the Articles of Association of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company shall be prevented or forbidden from doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company incur any liability to any Holder by reason of any non-performance or delay, caused as aforesaid, in performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. SECTION 5.3 Obligations of the Depositary, the Custodian and the Company. If The Company assumes no obligation nor shall it be subject to any Receipts liability under this Deposit Agreement to Holders, except that it agrees to use its best judgment and to act in good faith in the performance of its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders (including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to use its best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares evidenced thereby are listed on one which in its opinion may involve it in expense or more securities exchangesliability, markets or automated quotation systemsunless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, (i) and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be entitled toliable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or omission is in good faith and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply in accordance with the requirements terms of such this Deposit Agreement. Neither the Depositary nor its agent shall be liable to any person for any actions taken by either in reliance upon any written instructions from the Company received pursuant to Section 5.7 hereof. The Depositary may own and deal in any class of securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding of the Company and its affiliates and in American Depositary Shares. No disclaimer of liability under the Securities Act of 1933 is intended by any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.08 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts Depositary upon the written request or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request written approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the transfers ando surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not benot, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, with the approval or the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign registry or such Receipts in accordance with any requirements of such exchanges exchange or systemsexchanges. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the request or with the approval of the Company. SECTION 5.02. If any Receipts Prevention or Delay in Performance by the Depositary or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) Company. Neither the Depositary nor the Company shall incur any liability to any Holder of any Receipt, if by reason of any provision of any present or future law of the United States or of Sweden or of any other country, or of any other governmental authority, or by reason of any provision, present or future, of the Articles of Association of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company shall be entitled to, and shall, take prevented or refrain forbidden from taking such action(s) as it may deem necessary doing or appropriate to comply with performing any act or thing which by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit AgreementAgreement it is provided shall be done or performed; and (ii) upon nor shall the reasonable request of the Depositary, Depositary or the Company incur any liability to any Holder of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall provide the Depositary such information and assistance as or may be reasonably necessary done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soin this Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, at its Corporate Trust Office, for the registration of Receipts American Depositary Shares and transfers of Receipts American Depositary Shares which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsOwners, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts Owners in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts American Depositary Shares in accordance with any requirements of such exchanges exchange or systemsexchanges. SECTION 5.2 Prevention or Delay in Performance by the Depositary or the Company. Such Registrar Neither the Depositary nor the Company nor any of their respective directors, employees, agents or coaffiliates shall incur any liability to any Owner or Holder (i) if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-registrars performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be removed and a substitute done or substitutes appointed performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.1, 4.2 or 4.3, or an offering or distribution pursuant to Section 4.4, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. SECTION 5.3 Obligations of the Depositary, the Custodian and the Company. If The Company assumes no obligation nor shall it be subject to any Receipts liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares evidenced thereby are listed on one behalf of any Owner or more securities exchanges, markets Holder or automated quotation systems, (i) any other person. Neither the Depositary nor the Company shall be entitled toliable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, and shallaccountants, take any person presenting Shares for deposit, any Owner or refrain from taking any other person believed by it in good faith to be competent to give such action(s) as it may deem necessary advice or appropriate to comply information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the requirements issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities exchange(s)depository, market(s) clearing agency or automated quotation system(s) applicable settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to itcarry out any instructions to vote any of the Deposited Securities, notwithstanding or for the manner in which any other such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, at its Corporate Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsOwners, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts Owners in the interest of a business or object other than the business of the Company or other than Company, including, without limitation, a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books books, after consultation with respect the Company to the Receiptsextent practicable, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or at the request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 2.06 which limit the suspension of withdrawals of Shares, and, provided further, that the Depositary shall provide the Company with written notice promptly after any such closure which occurs on a Business Day. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, upon the request or with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges exchange or systemsexchanges. Such Any such Registrar or co-registrars may shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. If The Company shall have the right, upon reasonable request, to inspect the transfer and registration records of the Depositary relating to the Receipts, to take copies thereof and to require the Depositary and any Receipts co-registrars to supply copies of such portions of such records as the Company may request. SECTION 5.02. Prevention or Delay in Performance by the Depositary or the American Company. Neither the Depositary Shares evidenced thereby are listed on one nor the Company nor any of their respective directors, employees, agents or more securities exchangesaffiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, markets if by reason of (a) any provision of any present or automated quotation systemsfuture law or regulation of the United States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or other circumstances beyond its control, or (b) in the case of the Depositary only, (i) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision, present or future, of the Charter of the Company or any other instrument of the Company governing the Deposited Securities, or (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, the Depositary or the Company shall be entitled toprevented, and shalldelayed or forbidden from, take or refrain from taking such action(s) as it may deem necessary be subject to any civil or appropriate to comply with criminal penalty on account of, doing or performing any act or thing which by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and Agreement or Deposited Securities it is provided shall be done or performed (ii) upon including, in the reasonable request case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04); nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall provide or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Charter of the Company. Where, by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, the Depositary is prevented or prohibited from making such information distribution or offering available to Owners, and assistance as may be reasonably necessary for the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the net proceeds available to comply such Owners, then the Depositary, after consultation with such requirements, the Company to the extent that the Company may lawfully do sopracticable, shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Depositary’s Office and Transfer Books by the RegistrarRegister. Until the termination of this Rule 144A Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and as well as in London, England, facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities Rule 144A GDR Certificates in accordance with the provisions of this Rule 144A Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, if the book-entry settlement system is available for Rule 144A GDRs, at its Principal New York Office and if the book-entry settlement system is not available for Rule 144A GDRs, in its Principal New York Office and Principal London Office for the registration of Receipts Rule 144A GDR Certificates and transfers of Receipts Rule 144A GDR Certificates, which office or offices, as the case may be, shall be open at all reasonable times shall be open for inspection by the Company Holders and by the Holders of such ReceiptsCompany, provided that such transfers shall only be effected by the Registrar, and provided further that such inspection shall not benot, to the Depositary's or the Registrar's ’s knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Rule 144A Deposit Agreement Agreement, the Rule 144A GDRs or the ReceiptsRule 144A GDR Certificates. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the ReceiptsRule 144A GDR Certificates, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable request of the Company. If any Receipts or the American Depositary Shares evidenced thereby Rule 144A GDRs are listed on one or more stock exchanges or automated quotation systems in the United StatesU.S., the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts Rule 144A GDR Certificates and transfers, combinations and split-ups, and to countersign such Receipts Rule 144A GDR Certificates in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes successors may be appointed by the Depositary. If any Receipts or the American The Depositary Shares evidenced thereby are listed on may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets or automated quotation systems, (i) the Depositary shall be entitled to, combinations and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements split-ups of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request Rule 144A GDR Certificates at designated transfer offices on behalf of the Depositary, the Company shall provide the Depositary such information and assistance as . Such co-transfer agents may be reasonably necessary for removed and substitutes may be appointed by the Depositary to comply with such requirements, to the extent that the Company may lawfully do soDepositary.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the 48 51 surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed reasonably necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary Depositary, upon the request of or with the approval of the Company, shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts Depositary upon the request of or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with with. Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.08 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts Depositary upon the written request or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request written approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this the Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registrationregistration of issuances, registration of transfers, combination and split-up of ReceiptsADRs, and the surrender of Receipts and ADRs for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this the Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts ADRs which at all reasonable times during regular business hours in the city of New York shall be open for inspection by the Company and by the Holders of such ReceiptsADRs, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts ADRs in the interest of a business or object other than the business of the Company or other than a matter related to this the Deposit Agreement or the ReceiptsADRs. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the ReceiptsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts ADRs or the American Depositary Shares ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or with the written consent of the Company appoint a Registrar or one or more co-registrars for registration of Receipts ADRs and transfers, combinations and split-ups, and to countersign such Receipts ADRs in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 5.01. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep in such New York City facilities books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ReceiptsOwners; provided, provided however, that such inspection shall not be, to the Depositary's or the Registrar's knowledge, be for the purpose of communicating with Holders of such Receipts Owners in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time when transfer agents located in The City of New York generally close their transfer books, and at any other time, following consultation with the Company to the extent practical, or otherwise with prompt notice to the Company when deemed necessary or advisable expedient by it the Depositary in connection with the performance of its duties hereunderhereunder or at the request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed or traded on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the prior written consent of the Company, which consent shall not unreasonably be withheld, appoint a Registrar or or, one or more co-registrars for registration registry of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemsand to keep books for the registration of Receipts and transfers of Receipts as provided in this Section 5.01. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the request or with the approval of the Company. If any Receipts The Depositary shall cause each Registrar or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) co-registrar appointed under this Section 5.01 to give notice in writing to the Depositary shall and the Company accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and (ii) upon . SECTION 5.02. Prevention or Delay in Performance by the reasonable request Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the DepositaryUnited States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum or Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company shall provide be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary such information and assistance or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be reasonably necessary done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, by the terms of a dividend or other distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such dividend or other distribution or offering may not be made available to Owners, and the Depositary may not dispose of such dividend or other distribution or offering on behalf of such Owners and make the net proceeds available to comply with such requirementsOwners, then the Depositary shall not make such dividend or other distribution or offering, and shall allow any rights, if applicable, to the extent that the Company may lawfully do solapse.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.01 Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities GDRs in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Principal New York Office for the registration and transfer of Receipts and transfers of Receipts GDRs which shall be open at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, knowledge be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement Agreement, the GDSs or the ReceiptsGDRs. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, after giving notice reasonably in advance to the Company, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or when requested by the Company. If any Receipts or the American Depositary Shares evidenced thereby GDSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary or its agent shall act as Registrar or or, with the written approval of the Company, may appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts GDSs in accordance with any requirements of such exchange or exchanges or system or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. The Depositary. If any Receipts or , with the American Depositary Shares evidenced thereby are listed on written approval of the Company, may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets combinations and split-ups of GDRs at designated transfer offices on behalf of the Depositary. Such co-transfer agents with the written approval of the Company and upon the request of the Company shall be removed and substitutes appointed by the Depositary. Each GDR registrar, co-registrar or automated quotation systems, (i) co-transfer agent appointed under this Section 5.01 shall give notice in writing to the Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and . The Depositary may perform its obligations under this Section 5.01 through any agent appointed by it (ii) upon subject to the reasonable request provisions of the Depositaryimmediately preceding paragraph), provided that the Depositary shall notify the Company of such appointment and shall provide the Depositary such information and assistance as may be reasonably necessary remain responsible for the Depositary to comply with performance of such requirements, to the extent that the Company may lawfully do soobligations as if no agent were appointed.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.1. Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers transfer of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company, subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the execution and delivery, registrationregistration of issuances, registration of transfers, combination and split-up of Receipts, and the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company, subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts Depositary upon the written request of or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request prior written approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's ’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and for the delivery and purpose of withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this the Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder. , or at the reasonable written request of the Company subject, in all cases, to Section 7 _8 hereof If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-co registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request approval of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soCompany.