Common use of THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY Clause in Contracts

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market), the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably request. SECTION 5.02 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Market, or by reason of any provision, present or future, of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 it is provided shall be done or performed, (ii) 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 done or 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

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall will have the right, at all reasonable times, right to inspect the transfer and registration records of the Depositary, take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties registrars, at the Company's expense, to supply copies of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Market, or by reason of any provision, present or future, of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 it is provided shall be done or performed, (ii) 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 done or 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

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, books at its Corporate Trust Office, Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the OwnersOwners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or or, with notice given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such that exchange or exchanges or systemsexchanges. The Company Depositary shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the require each Registrar and any co-transfer agents or co-registrars registrar that it appoints under this Section 5.1 to give notice in writing to the Depositary accepting such appointment and agreeing to require such parties to supply copies abide by the applicable terms of such portions of their records relating thereto as the Company may reasonably requestthis Deposit Agreement. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia the People's Republic of China or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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, (ii) officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, and shall allow any rights, if applicable, to lapse, in each such case without liability to the Company or (v) for any special, consequential or punitive damages for any breach of the terms of thisDepositary.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the reasonable request of the Company. The Depositary shall notify the Company of any closure under the preceding sentence that is other than in the ordinary course of business. 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or or, upon at least 20 days’ prior notice to the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall will have the right, at all reasonable times, right to inspect the transfer and registration records of the Depositary, take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties registrars, at the Company’s expense, to supply copies of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Market, or by reason of any provision, present or future, of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 it is provided shall be done or performed, (ii) 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 done or 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

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall will have the right, at all reasonable times, right to inspect the transfer and registration records of the Depositary, take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties registrars, at the Company's expense, to supply copies of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other countrycountry (including the Cayman Islands and Hong Kong), or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Articles of Association of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Beneficial Owner 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) by the terms of a distribution pursuant to Sections 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market), the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably request. SECTION 5.02 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 or beneficial owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Market), or by reason of any provision, present or future, of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 it is provided shall be done or performed, (ii) 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 done or 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 or beneficial owner 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 holdersholders or beneficial owners, or (v) for any special, consequential or punitive damages for any breach of the terms of thisthis Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 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 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Subject to the provisions of Section 2.6, the Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the written reasonable 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all reasonable times, right to inspect transfer and registration records of the Depositary relating to the American Depositary Shares during the Depositary's normal business hours, take copies thereof and require the Depositary, the Registrar and any co-transfer agents agent or co-registrars and to require such parties to supply copies of such portions portion of their records relating thereto such records, at the Company’s expense, which shall be agreed with the Company prior to such expense being incurred, as the Company may reasonably requestrequest in writing. SECTION 5.02 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, Holder: (i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States, Australia any State of the United States or any other countrystate or jurisdiction, or of any governmental or regulatory authority or stock exchange or automated quotation system exchange; (including without limitation, the NASDAQ National Market, or by reason of B) any provision, present or future, of the articles of association or similar document of the Company's Constitution, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance, whether natural or caused by reason a person or persons, that is beyond the ability of any act the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions or malfunctions of God or war or terrorism utility services, Internet or other circumstances beyond its controlcommunications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company (is, directly or any of their respective directorsindirectly, officers, employees, agents or affiliates) shall be prevented, delayed or forbidden prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of, of doing or performing and therefore does not do or perform, any act or thing which that, 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-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 done or performed, (iii) by reason of for any exercise of, or failure to exercise, any discretion provided for in this Deposit AgreementAgreement (including any determination by the Company or the Depositary to take, or not take, any action that this Deposit Agreement provides the Company or the Depositary may take); (iviii) for the inability of any Owner or holder Holder to benefit from any distribution, offering, right or other benefit which that 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 Holders; or (viv) for any special, consequential or punitive damages for any breach of the terms of thisthis 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. The Company assumes no obligation nor shall it be subject to any 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, and the Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. 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 on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company shall be liable for any action or nonaction 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. 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 liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise, provided that any such acts or omissions are not the direct result of the negligence or bad faith of the 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 nonaction is in good faith. The Depositary shall not be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. No disclaimer of liability under the United States federal securities laws is intended by any provision of this Deposit Agreement.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Company shall have the right at all reasonable times to (i) inspect transfer and registration records of the Depositary or its agent and take copies thereof 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 requests. The Depositary may may, with notice to the Company if other than in the ordinary course of business, close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the reasonable written request of the Company or if the suspension of the registration of transfer is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any governmental body or commission, or for any other reason. 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or or, upon at least 20 days’ prior written notice to the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts to register those American Depositary Shares in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 5.02. 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 ReceiptHolder if, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the estatutos sociales or similar document of the Company's Constitution, 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 (Company, or any of their respective directors, officers, employees, agents or affiliates) affiliates shall be prevented, delayed or forbidden fromfrom doing or performing, or may be subject to any civil or criminal penalty on account ofif it did or performed and therefore does not do or perform, doing or performing any act or thing which by that this Deposit Agreement or the terms of this Deposit Agreement it is provided the Deposited Securities provide shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Holder by reason of any non-performance nonperformance or delay, caused as aforesaid, delay in the doing or performance of any act or thing which by the terms of that this Deposit Agreement it is provided shall or provides may be done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) by the terms of a distribution pursuant to Section 4.01, 4.02, 4.03 or 4.12, or an offering or distribution pursuant to Section 4.04, or for any other reason, such distribution or offering may not be made available to Owners, and the inability 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 5.03. Obligations of the Depositary, the Custodian and the Company. The Company and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement to Owners or Holders, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement to any Owner or holder Holder (including, without limitation, liability with respect to benefit from 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 nor any distributionof their respective agents shall be under any obligation to appear in, offeringprosecute or defend any action, right suit or other benefit which is made available to holders proceeding in respect of any Deposited Securities but or in respect of the American Depositary Shares on behalf of any Owner, Holder 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 nor any of their respective agents shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or 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 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. Neither the Company nor the Depositary shall 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 notcast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the terms Securities Act of 1933 is intended by any provision 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the reasonable request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 7.7 which limit the suspensions 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or, upon the written request or with the written approval of the Company, one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges exchanges. Any such co-registrar shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or systemssubstitutes appointed by the Depositary. The Company shall have the right, at all reasonable times, right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Receipt Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their such records relating thereto as the Company may reasonably reasonable request. SECTION 5.02 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, Beneficial Owner or holder of any Receiptother person, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Memorandum and Articles of any provision Association 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 (or any of their respective directors, officers, employees, agents or affiliates) affiliates shall be prevented, delayed prevented 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 it is provided shall be done or performed; nor shall the Depositary or the Company incur any liability to any Owner, (ii) Beneficial Owner or other person 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Subject to the provisions of Section 2.6, the Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the written reasonable 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all reasonable times, right to inspect transfer and registration records of the Depositary relating to the American Depositary Shares during the Depositary’s normal business hours, take copies thereof and require the Depositary, the Registrar and any co-transfer agents agent or co-registrars and to require such parties to supply copies of such portions portion of their records relating thereto such records, at the Company’s expense, which shall be agreed with the Company prior to such expense being incurred, as the Company may reasonably requestrequest in writing. SECTION 5.02 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, Holder (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the articles of association or similar document of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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-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 done or 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 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 holdersHolders, or (v) for any special, consequential or punitive damages for any breach of the terms of thisthis 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. The Company assumes no obligation nor shall it be subject to any 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 on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company shall be liable for any action or nonaction 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. 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 liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise, provided that any such acts or omissions are not the direct result of the negligence or bad faith of the 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 nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the reasonable request of the Company. The Depositary shall notify the Company of any closure under the preceding sentence that is other than in the ordinary course of business. 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or or, upon at least 20 days’ prior notice to the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall will have the right, at all reasonable times, right to inspect the transfer and registration records of the Depositary, take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties registrars, at the Company’s expense, to supply copies of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Market, or by reason of any provision, present or future, of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 it is provided shall be done or performed, (ii) 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 done or 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

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Subject to the provisions of Section 2.6, the Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the written reasonable 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all reasonable times, right to inspect transfer and registration records of the Depositary relating to the American Depositary Shares during the Depositary’s normal business hours, take copies thereof and require the Depositary, the Registrar and any co-transfer agents agent or co-registrars and to require such parties to supply copies of such portions portion of their records relating thereto such records, at the Company’s expense, which shall be agreed with the Company prior to such expense being incurred, as the Company may reasonably requestrequest in writing. SECTION 5.02 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, Holder: (i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States, Australia any State of the United States or any other countrystate or jurisdiction, or of any governmental or regulatory authority or stock exchange or automated quotation system exchange; (including without limitation, B) (in the NASDAQ National Market, or by reason case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company's Constitution, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance, whether natural or caused by reason a person or persons, that is beyond the ability of any act the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions or malfunctions of God or war or terrorism utility services, Internet or other circumstances beyond its controlcommunications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company (is, directly or any of their respective directorsindirectly, officers, employees, agents or affiliates) shall be prevented, delayed or forbidden prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of, of doing or performing and therefore does not do or perform, any act or thing which that, 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-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 done or performed, (iii) by reason of for any exercise of, or failure to exercise, any discretion provided for in this Deposit AgreementAgreement (including any determination by the Company or the Depositary to take, or not take, any action that this Deposit Agreement provides the Company or the Depositary may take); (iviii) for the inability of any Owner or holder Holder to benefit from any distribution, offering, right or other benefit which that 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 Holders; or (viv) for any special, consequential or punitive damages for any breach of the terms of thisthis 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. The Company assumes no obligation nor shall it be subject to any 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, and the Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. 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 on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company shall be liable for any action or nonaction 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. 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 liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise, provided that any such acts or omissions are not the direct result of the negligence or bad faith of the 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 nonaction is in good faith. The Depositary shall not be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. No disclaimer of liability under the United States federal securities laws is intended by any provision of this Deposit Agreement.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 5.02. 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 or, affiliates shall incur any liability to any Owner or holder of any Receipt, (i) if by reason of any provision of any present or future law or regulation of of, the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Memorandum and Articles of any provision Association 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 (or any of their respective directors, officers, employees, agents or affiliates) affiliates shall be prevented, delayed prevented 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 it is provided shall be done or performed, (ii) ; nor shall the Depositary or the Company 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) by the terms of a distribution pursuant to Sections 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 distribution or offering may not be made available to Owners, and the inability 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 5.03. Obligations of the 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 holders of Receipts, except that it 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 of any Receipt (including, without limitation, liability with respect to benefit from the validity or worth of the Deposited Securities), except 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 distributionobligation to appear in, offeringprosecute or defend any action, right suit or other benefit which is made available to holders proceeding in respect of any Deposited Securities but 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 shall be furnished as often as may be required, 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 nonaction 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. 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 the Depositary exercised its best judgment and good 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 notcast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the terms Securities Act of 1933 is intended by any provision 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution issuance and deliverydelivery of ADSs, registrationthe acceptance for surrender of ADSs for the purpose of withdrawal of Deposited Securities, the registration of transfers issuances, cancellations, transfers, combinations and surrender split-ups of ADSs and, if applicable, to countersign Receipts evidencing the ADSs so issued, transferred, combined or split-up, in each case, in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts issuances, cancellation and transfers of Receipts ADSs which at all reasonable times shall be open for inspection by the OwnersHolders, provided that such inspection shall not be for the purpose of communicating with Owners Holders in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsADSs. The Company shall have the right to inspect the books for the registration and transfer of ADSs of the Depositary and its agents, to make copies thereof and to require the Depositary and its agents to supply copies of such portions of such books as the Company may reasonably request. The Depositary may close the its transfer books, at any time or from time to time, when deemed reasonably expedient by it in connection with the performance of its duties hereunder. The Depositary shall close its transfer books at the request of 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint appoint, with notice to the Company, a Registrar or one or more co-registrars for registry registration of such issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign Receipts evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Such Registrar and any co-transfer agents or co-registrars registrar shall act as agent of the Depositary and may be removed and a substitute or substitutes appointed by the Depositary with notice to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestCompany. SECTION 5.02 5.2 Prevention or Delay in Performance by the Depositary or the Company. Neither None of the Depositary nor Depositary, the Company nor Company, and any of their respective directors, officers, employees, agents or affiliates and Affiliates shall incur any liability to any Holder or Beneficial Owner or holder of any ReceiptADSs, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or Belgium or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Articles of any provision of any securities issued or distributed by the Company, or any offering or distribution thereofAssociation, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or Depositary, the Company (or any of their respective directors, officers, employees, agents or affiliates) Affiliates shall be prevented, delayed prevented 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 it is provided shall must be done or performedperformed under or in connection with this Deposit Agreement; nor shall the Depositary, (ii) the Company or any of their respective directors, employees, officers, agents or Affiliates incur any liability to any Holder or Beneficial Owner of any ADSs by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of must be performed under or in connection with this Deposit Agreement it is provided shall or may be done or 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 thisthis Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3, or an offering or distribution pursuant to Section 4.4 of this Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Holders, and the Depositary may not dispose of such distribution or offering for the account 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION Section 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts in the City of New York which at all reasonable times shall be open for inspection by the Owners, Holders; provided that such inspection shall not be for the purpose of communicating with Owners Holders in the interest of a business or object other than the business of the Company or of a matter related to this Deposit Agreement or the Receipts. Such books shall not be maintained in the United Kingdom. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, including the NASDAQ National MarketMarket System), the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Such Registrar and any co-transfer agents or co-registrars may be removed and to require such parties to supply copies of such portions of their records relating thereto as a substitute or substitutes appointed by the Company may reasonably requestDepositary upon consultation with the Company. SECTION Section 5.02 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 Holder of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia Bermuda, the United Kingdom or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Bye-laws 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 (or any of their respective directors, officers, employees, agents or affiliates) shall be prevented, delayed prevented 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 it is provided shall be done or performed, (ii) ; nor shall the Depositary or the Company incur any liability to any Holder of any Receipt by reason of any non-performance 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, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) by the terms of a distribution pursuant to Sections 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Holders, and the Depositary may not dispose or such distribution or offering on behalf of Deposited Securities but is not, under such Holders and make the terms of this Deposit Agreement, made net proceeds available to Owners such Holders, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably request.as SECTION 5.02 5.02. 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Estatutos Sociales 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 (or any of their respective directors, officers, employees, agents or affiliates) shall be prevented, delayed prevented 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 it is provided shall be done or performed, (ii) ; nor shall the Depositary or the Company 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) by the terms of a distribution pursuant to Sections 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or shall be for a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges exchanges. Such Registrar or systemsco-registrars may be removed and a substitute or substitutes appointed by the Depositary upon consultation with the Company. The Company shall have the right, at all upon reasonable timesrequest, to inspect the transfer and registration records of the DepositaryDepositary relating to the Receipts, to take copies thereof and to require the Registrar Depositary and any co-transfer agents or co-registrars and to require such parties to supply copies at the Company's expense of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Statuts of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) affiliates 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 Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance 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, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Without limiting the Company's obligations under Section 5.07, where, by the terms of a distribution pursuant to Sections 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 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 5.03 Obligations of the Depositary, the Custodians and the Company. The Company and its directors, employees, agents and affiliates assume no obligation nor shall any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary and its directors, employees, agents and affiliates assume no obligation nor shall any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners (iv) 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 nor any of their respective directors, employees, agents and affiliates 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 their respective opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodians shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodians being solely to the Depositary. Neither the Depositary nor the Company nor any of their respective directors, employees, agents and affiliates shall be liable for any action or nonaction by any of them in reliance upon the inability advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder any other person believed by any of them in good faith to benefit from be competent to give such advice or information. The Depositary shall not be liable for any distributionacts 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, offeringprovided 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, right or other benefit for the manner in which any such vote is made available to holders cast or the effect of Deposited Securities but any such vote, provided that any such action or nonaction is not, in good faith. No disclaimer of liability under the terms Securities Act of 1933 is intended by any provision 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Company shall have the right at all reasonable times to (i) inspect transfer and registration records of the Depositary or its agent and take copies thereof 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 requests. The Depositary may may, with notice to the Company if other than in the ordinary course of business, close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the reasonable written request of the Company or if the suspension of the registration of transfer is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any governmental body or commission, or for any other reason. 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or or, upon at least 20 days’ prior written notice to the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts to register those American Depositary Shares in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Market, or by reason of any provision, present or future, of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 it is provided shall be done or performed, (ii) 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 done or 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

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder and shall do so at the reasonable request of the Company, provided that, any such Closing of the transfer books shall be subject to the provisions of Section 2.6 hereof which will limit the suspension of withdrawal 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all reasonable times, right to inspect at reasonable times transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law law, regulation, decree, moratorium or regulation fiat of the United States, Australia South Africa or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Articles of Association of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance 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, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) 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, such distribution or offering may not be made available to Owners, and the inability 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. 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 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 Beneficial Owner (including, without limitation, liability with respect to benefit from the validity or worth of the Deposited Securities), except 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 distributionobligation to appear in, offeringprosecute or defend any action, right suit or other benefit which is made available to holders proceeding in respect of any Deposited Securities but 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 shall be furnished as often as may be required, 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 nonaction 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. 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 notcast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the terms Securities Act of 1933 is intended by any provision 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder after consultation with the Company to the extent practicable when such closure is outside the ordinary course of business, 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all upon reasonable timesrequest, to inspect the transfer and registration records of the DepositaryDepositary relating to the Receipts, to take copies thereof and to require the Registrar Depositary and any co-transfer agents Registrar or co-registrars and to require such parties to supply copies of such portions of their records relating thereto such records, as the Company may reasonably requestrequest and at the Company's expense. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the statuts of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 that by the terms of this Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance nonperformance or delay, caused as aforesaid, in the performance of any act or thing which that by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or shall be for a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges exchanges. Such Registrar or systemsco-registrars may be removed and a substitute or substitutes appointed by the Depositary upon consultation with the Company. The Company shall have the right, at all upon reasonable timesrequest, to inspect the transfer and registration records of the DepositaryDepositary relating to the Receipts, to take copies thereof and to require the Registrar Depositary and any co-transfer agents or co-registrars and to require such parties to supply copies at the Company's expense of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Statuts of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) affiliates 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 Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance 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, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Without limiting the Company's obligations under Section 5.07, (iv) where, by the terms of a distribution pursuant to Sections 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder and 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall have the right, at all reasonable times, upon written request, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestrequest in writing. SECTION 5.02 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, Holder (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the articles of association or similar document of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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-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 done or 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 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 holdersHolders, or (v) for any special, consequential or punitive damages for any breach of the terms of thisthis 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. Neither the Company nor any of its directors, officers, employees, agents or affiliates assume any obligation nor shall any of them be subject to any 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. Neither the Depositary nor any of its directors, officers, employees, agents or affiliates assume any obligation nor shall any of them 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 nor any of their respective directors, officers, employees, agents or affiliates 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 on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by any of them 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 any of them in good faith to be competent to give such advice or information. The Depositary and the Company and their respective directors, officers, employees, agents or affiliates may rely and shall be protected in acting upon any written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Owner or Holder to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner or Holder’s income tax liability. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability for any tax consequences that may be incurred by Owners or Holders on account of their ownership of American Depositary Shares. 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 liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise, provided such acts or omissions are not the direct result of the negligence or bad faith of the 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 nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the OwnersCompany and by Holders of such Receipts, provided that such inspection shall not be for the purpose of communicating with Owners Holders in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or or, upon consultation with the Company to the extent practicable, appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 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 Holder or Beneficial Owner or holder of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia Luxembourg or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Articles of any provision Incorporation of any securities issued or distributed by the Company, or any offering provision of or distribution thereofgoverning any Deposited Securities, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or its agents or the Company (or any of their respective directors, officers, employees, its agents or affiliates) shall be prevented, delayed prevented 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 it is provided shall be done or performed, (ii) ; nor shall the Depositary or its agents or the Company or its agents incur any liability to any Holder or Beneficial Owner 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Articles of Incorporation or provisions of or governing any Deposited Securities. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, (iv) or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Holders, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Holders and make the terms of this Deposit Agreement, made net proceeds available to Owners such Holders, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-co registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 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 Beneficial Owner of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or Chile or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, any action by the NASDAQ National MarketCentral Bank under the Foreign Exchange and Investment Contract), or by reason of any provision, present or future, of the Foreign Exchange and Investment Contract or the Estatutos of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 Agreement, the Foreign Exchange and Investment Contract, the Estatutos of the Company or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance 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, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (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 by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this Deposit Agreement, 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 holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep 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 OwnersOwners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder and shall close the books at the reasonable request of the Company. The Depositary shall notify the Company of any closure under the preceding sentence that is other than in the ordinary course of business. 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or upon at least 20 days' prior notice to the Company appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges or systemsexchanges. The Company shall will have the right, at all reasonable times, right to inspect the transfer and registration records of the Depositary, take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties registrars, at the Company's expense, to supply copies of such portions of their such records relating thereto as the Company may reasonably request. SECTION 5.02 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, Beneficial Owner (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the statuts of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance 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, (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 Beneficial Owner 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 holdersBeneficial Owners, or (v) for any special, consequential or punitive damages for any breach of the terms of thisthis Deposit Agreement. 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, 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1 Maintenance of Office and Transfer Books by the Depositary. Depositary Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, books at its Corporate Trust Office, Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 5.2 Prevention or Delay in Performance by the Depositary or the Company. 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Statutes of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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, (ii) employees, agents or affiliates incur any liability to any Owner or holder of any Receipt by reason of any non-performance 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, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) 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, such distribution or offering may not be made available to Owners, and the inability 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. 5.3 Obligations of the 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 holders of Receipts, except that it 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 of any Receipt (including, without limitation, liability with respect to benefit from the validity or worth of the Deposited Securities), except 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 distributionobligation to appear in, offeringprosecute or defend any action, right suit or other benefit which is made available to holders proceeding in respect of any Deposited Securities but 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 shall be furnished as often as may be required, 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 nonaction 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. 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 notcast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the terms Securities Act of 1933 is intended by any provision 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.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.1. Maintenance of Office and Transfer Books Register by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep booksa register of all Owners and all outstanding American Depositary Shares, 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 OwnersCompany and the Owners at the Depositary’s Office during regular business hours, provided that such inspection shall not be but only for the purpose of communicating with Owners in the interest of a business or object other than regarding the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Depositary may close the register for delivery, registration of transfer books, at any time or surrender for the purpose of withdrawal from time to time, when deemed expedient by it time as provided in connection with the performance of its duties hereunderSection 2.6. 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 (including, without limitation, the NASDAQ National Market)exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry registration of such Receipts those American Depositary Shares in accordance with any requirements of such that exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestthose exchanges. SECTION 5.02 5.2. Prevention or Delay in of Performance by the Depositary Company or the CompanyDepositary. 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, Holder: (i) if by reason of (A) any provision of any present or future law or regulation or other act or action of the government of the United States, Australia any State of the United States or any other countrystate or jurisdiction, or of any governmental or regulatory authority or stock exchange or automated quotation system exchange; (including without limitation, B) (in the NASDAQ National Market, or by reason case of the Depositary only) any provision, present or future, of the charter or similar document of the Company's Constitution, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance, whether natural or caused by reason a person or persons, that is beyond the ability of any act the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of God infectious disease; interruptions or war or terrorism malfunctions of utility services, Internet or other circumstances beyond its controlcommunications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company (is, directly or any of their respective directorsindirectly, officers, employees, agents or affiliates) shall be prevented, delayed or forbidden prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of, of doing or performing and therefore does not do or perform, any act or thing which that, 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-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 done or performed, (iii) by reason of for any exercise of, or failure to exercise, any discretion provided for in this Deposit AgreementAgreement (including any determination by the Depositary to take, or not take, any action that this Deposit Agreement provides the Depositary may take); (iviii) for the inability of any Owner or holder Holder to benefit from any distribution, offering, right or other benefit which that 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 Holders; or (viv) for any special, consequential or punitive damages for any breach of the terms of thisthis Deposit Agreement. Where, by the terms of a distribution to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution or offering available to Owners, and shall allow any rights, if applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts at its Corporate Trust Office which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunderhereunder or at the reasonable request of the Company, and the Depositary will promptly so notify the Company in the event the Depositary closes the transfer books. 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges exchanges. Any such Registrar or systemsco-registrars 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. The Company shall have the right, at At all reasonable timestimes during the Depositary's business day, to the Company may inspect transfer and registration records of the Depositary, take copies thereof and require the Registrar Depositary and any co-transfer of its agents or co-registrars and to require such parties to supply copies of such portions of their such records relating thereto as the Company may reasonably request, all at the Company's expense. SECTION 5.02 5.02. 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, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, Articles of Association of the Company or by reason of any provision the terms of any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company (or any of their respective directors, officers, employees, agents or affiliates) shall be prevented, delayed prevented 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 it is provided shall be done or performed, (ii) ; nor shall the Depositary or the Company 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 done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, (iv) by the terms of a distribution pursuant to Sections 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 the inability of any Owner other reason, such distribution or holder to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners, and the Depositary may not dispose of Deposited Securities but is not, under such distribution or offering on behalf of such Owners and make the terms of this Deposit Agreement, made net proceeds available to Owners such Owners, then the Depositary shall not make such distribution or holdersoffering, or (v) for and shall allow any specialrights, consequential or punitive damages for any breach of the terms of thisif applicable, to lapse.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.05, substitute Receipts delivered under Section 2.07 and Receipts cancelled or destroyed under Section 2.08 in accordance with procedures ordinarily followed by stock transfer agents located in The City of New York or as required by the laws and regulations governing the Depositary. The Depositary 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 Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed 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 (including, without limitation, the NASDAQ National Market)States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably requestexchanges. SECTION 5.02 5.02. Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, officerssupervisory or management board members, employees, agents or affiliates shall incur any liability to any Owner or holder of any ReceiptBeneficial Owner if, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Satzung of the Company's Constitution, 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 (or any of their respective directors, officers, employees, agents or affiliates) 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 Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, (ii) supervisory or management board members, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of (i) any non-performance 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, (iiiii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iviii) 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 (viv) for any special, consequential or punitive damages for any breach of the terms of thisthis Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03, or an offering or distribution pursuant to Section 4.04, 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 5.03. Obligations of the 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 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 Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except 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 or prosecute 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 nonaction 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. 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 nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance ac­cordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers trans­fers and surrender of Receipts in accordance with the provisions provi­sions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating com­­municating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection 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 (including, without limitation, the NASDAQ National Market), the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges or systems. The Company shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records relating thereto as the Company may reasonably request. SECTION 5.02 5.02. 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, (i) if by reason of any provision of any present or future law or regulation regu­lation of the United States, Australia States or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system (including without limitation, the NASDAQ National Marketexchange, or by reason of any provision, present or future, of the Company's Constitution, or by reason Articles of any provision Association 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 (or any of their respective directors, officers, employees, agents or affiliates) shall be prevented, delayed prevented 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 De­posit Agreement it is provided shall be done or performed, (ii) ; nor shall the Depositary or the Company 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 Agree­ment it is provided shall or may be done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion discre­tion provided for in this Deposit Agree­ment. Where, by the terms of a distribution pursuant to Sec­tions 4.01, 4.02, or 4.03 of the Deposit Agreement, (iv) or an of­fering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or of­fering may not be made available to Owners, and the inability 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 5.03. Obligations of the 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 holders of Receipts, except that it 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 of any Receipt (including, without limitation, liability with respect to benefit from the validity or worth of the Depos­ited Securities), except 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 distributionobligation to appear in, offeringprosecute or defend any ac­tion, right suit or other benefit 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 shall be furnished as often as may be required, 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 nonaction 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. 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 made available to holders cast or the effect of Deposited Securities but any such vote, provided that any such action or nonaction is not, in good faith. No disclaimer of liability under the terms Securities Act of 1933 is intended by any provision 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 thisAgree­ment.