Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt ------------------------------ from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesSecurity. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction -------- shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There ; provided, further, that the Depositary -------- shall not be obligated to give any such proxy unless and until the Depositary has been provided with an opinion, which shall be given at the time of entering into the Deposit Agreement and prior to each vote in which a discretionary proxy is no guarantee to be provided, of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that Holders generally (i) the granting of such proxy does not subject the Depositary to any reporting obligations in the Commonwealth of Australia, including any states thereof, (ii) the granting of such proxy will not result in a violation of any of the laws of either the Commonwealth of Australia or any Holder in particular states thereof and (iii) the voting arrangement and proxy as contemplated herein will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerbe given effect under Australian law.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company Company, acting in a fiduciary capacity on behalf of Holders, agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands or the People's Republic of China, (ii) the granting of such proxy will not result in a timely mannerviolation of Cayman Island or, to the extent applicable, People's Republic of China law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Cayman Island law, (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Cayman Island law and, (v) the Depositary will not be subject to any liability under Cayman Island law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12).

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Korean law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem take such Holder to have so instructed action as is necessary, upon the Depositary to give a discretionary proxy to a person designated by written request of the Company and subject to applicable law, and the terms and conditions of the Deposited Securities, to cause such underlying Shares to be counted for the purposes of satisfying applicable quorum requirements; provided, however that, except to the extent Holders and beneficial owners of ADSs have been given at least 30 days to provide the Depositary with voting instructions, the Shares shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are not be so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given counted with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (zy) materially affects the rights of holders of Shares. For purposes hereof, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of de minimis amounts of securities (i.e. issuances of Shares which, based on the number of Shares issued and outstanding prior to giving effect to such issuance, represents less than ten percent of the then outstanding Shares), would not materially affect the rights of holders of Shares. There is can be no guarantee assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materialsmaterials in English, (b) that that, subject to paragraph (6), each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including deemed instructions to give a discretionary proxy to a person designated by in accordance with the Companylast sentence of this paragraph. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, subject to paragraph (6), the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. In voting or causing to vote the Deposited Securities, to the extent that the Depositary receives instructions with respect to a fractional interest in a Share (which, together with other such interests with respect to which similar instructions are received, cannot be aggregated into a whole Share), the Depositary shall round down the number of Shares to be voted pursuant to such instructions to the nearest whole Share. The Depositary will vote or cause to be voted any such fractional interest in a Share as if no instructions from a Holder were received with respect to such fractional interest. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, subject to paragraph (6), the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy vote or cause to a person designated be voted the Deposited Securities represented by the Company ADSs evidenced by such Holder's ADRs in favor of any proposals or recommendations of the Company, and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy vote or cause to a person designated by the Company to vote the be voted such Deposited Securities represented by the ADSs evidenced by in accordance with such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerinstructions.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited SecuritiesSecurities or any other meeting of holders of the Company's securities at which holders of Shares or other Deposited Securities are entitled to vote, the Depositary shall distribute will fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.07 of the Deposit Agreement (and summarized in paragraph (20) above) and will mail or cause to be mailed to the Holders of record a notice stating which will contain: (a) such information as is contained in such notice of meeting and any solicitation materials, (b) a statement that each Holder the Holders of record at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of the Cayman Islands lawlaw of the Philippines and of the Amended Articles of Incorporation and the By-Laws of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by the ADSs their respective GDSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Companytheir respective GDRs. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall will endeavor insofar as is practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Deposited Securities represented by the ADSs such GDSs evidenced by such Holder's ADRs GDR in accordance with the instructions set forth in such instructionsrequest. The Depositary will may not itself exercise any voting discretion in respect of over any Deposited SecuritiesShares. To If the extent such Depositary does not receive instructions are not so received from a Holder on or before the date established by the Depositary from any Holderfor such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and for the Depositary shall endeavor insofar as practicable and permitted under purpose of exercising the provisions of or governing Deposited Securities voting rights, if any, pertaining to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities Shares represented by the ADSs GDSs evidenced by such Holder's ADRs as to which such instructions are so givenGDRs, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of holders of SharesShares will be materially and adversely affected. There is no guarantee that Holders generally or any Holder in particular do not have, and will receive not have the notice described above with sufficient time right to enable such Holder to return any voting instructions instruct the Depositary as to the Depositary in a timely mannerexercise of, any dissenter's rights provided to holders of Shares under Philippine law.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Australian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such HolderXxxxxx's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such HolderXxxxxx's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval and/or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute fix a record date in accordance with paragraph (11) hereof and, unless otherwise requested in writing by the Company in order to comply with applicable law, mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the CompanyCompany subject to any applicable provisions of the laws of Jersey and the Memorandum and Articles of the Company and the provisions of or governing Deposited Securities. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesSecurity. To Subject to the provisions of the next succeeding paragraph, to the extent such instructions are not so received by the Depositary from any Holder, the Depositary Holder shall deem such Holder be deemed to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such the Depositary has not received instructions are so givenfrom the Holders, provided that no such instruction shall be deemed to be given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given. Notwithstanding anything to the contrary contained in the preceding paragraph, (y) substantial opposition exists or (z) materially affects the rights Depositary shall not be obligated to give any such discretionary proxy and the Holders shall not have been deemed to have so instructed the Depositary unless and until the Depositary has been provided with an opinion of holders counsel to the Company, which may be given at the time of Shares. There is no guarantee that Holders generally or any Holder in particular will receive entering into the notice described above with sufficient time to enable such Holder to return any voting instructions Deposit Agreement, satisfactory to the Depositary (which may be internal counsel), in form and substance satisfactory to the Depositary, substantially to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any additional disclosure obligations related to interests in shares under the Articles or the laws of Jersey or the listing rules of the United Kingdom Listing Authority, (ii) the granting of such proxy does not result in a timely mannerbreach of the laws of Jersey or the listing rules of the United Kingdom Listing Authority and (iii) the Depositary or the Custodian, or the nominee of any of them, whichever is the registered holder entitled to attend and vote at meetings of the Company in respect of such Shares, has the right to appoint the proxy to attend and vote instead of him. The Company undertakes to inform the Depositary of any substantial change in the Articles or the laws of Jersey which would subject the Depositary to disclosure obligations under the listing rules of the United Kingdom Listing Authority to which the Depositary, the Custodian or the nominee of any of them would not otherwise be subject but for the grant of such discretionary proxy.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Common Stock or other Deposited SecuritiesSecurities or any other meeting of holders of the Company's securities at which holders of Common Stock or other Deposited Securities are entitled to vote, the Depositary shall distribute will fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.07 of the Deposit Agreement (and summarized in paragraph (19) above) and will mail or cause to be mailed to the Holders of record a notice stating which will contain: (a) such information as is contained in such notice of meeting and any solicitation materials, (b) a statement that each Holder the Holders of record at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of the Cayman Islands lawlaw of the Philippines and of the Amended Articles of Incorporation and the By-Laws of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of shares of Common Stock or other Deposited Securities represented by the their respective ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Companytheir respective ADRs. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall will endeavor insofar as is practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Deposited Securities represented by the such ADSs evidenced by such Holder's ADRs ADR in accordance with the instructions set forth in such instructionsrequest. The Depositary will may not itself exercise any voting discretion in respect of over any Deposited SecuritiesCommon Stock. To If the extent such Depositary does not receive instructions are not so received from a Holder on or before the date established by the Depositary from any Holderfor such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and for the Depositary shall endeavor insofar as practicable and permitted under purpose of exercising the provisions of or governing Deposited Securities voting rights, if any, pertaining to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities Common Stock represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenADRs, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of holders of SharesCommon Stock will be materially and adversely affected. There is no guarantee that Holders generally or any Holder in particular do not have, and will receive not have the notice described above with sufficient time right to enable such Holder to return any voting instructions instruct the Depositary as to the Depositary in a timely mannerexercise of, any dissenter's rights provided to holders of Common Stock under Philippine law.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands English law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the laws of the Cayman Islands lawIslands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. J.X.Xxxxxx Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, at the request of the Company, the Depositary shall distribute mail to Holders a notice stating containing (a) such information as is contained in such notice and any in the solicitation materials, if any, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable the provisions of the Cayman Islands lawor governing Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders’ Receipts and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs ’s Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary will not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall will deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to will give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information so inform promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. (a) As soon as practicable after receipt from the Company receipt, pursuant to Section 5.06, of notice in English of any meeting (Junta General de Accionistas) or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to the Holders a notice stating containing (ai) such information as is contained in such notice and any solicitation materialsof meeting, (bii) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable of the provisions of law and the Cayman Islands lawprovisions of or governing Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities the right to receive which is represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts, and (ciii) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this Section 4.07(a) if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the CompanyBank. Upon receipt of instructions the written request of a Holder on of such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under any applicable provisions of law and the provisions of or governing the Deposited Securities to vote or cause to be voted the Deposited Securities the right to receive which is represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary will shall not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities the right to receive which is represented by the American Depositary Shares evidenced by such Holder's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company Board of Directors of the Bank with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Board of Directors of the Bank to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Board of Directors of the Bank informs the Depositary (and the Company Board of Directors of the Bank agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company Board of Directors of the Bank does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, Securities the Depositary shall distribute at its expense, mail to the Registered Holders of Receipts a notice stating which shall contain (a) such information as is contained in such notice and any solicitation materialsof meeting, (b) a statement that each Holder such Registered Holders of Receipts at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Indian law, of the Cayman Islands lawDeposited Securities or of the Memorandum and Articles of Association of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given or deemed given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the CompanyCompany to vote such Deposited Securities. Upon receipt of instructions the written request of a Registered Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of or law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of Section 4.07 of the Deposit Agreement, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand -------- -------- of a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs a Receipt other than in accordance with such instructionsinstructions from the Registered Holder , or as provided below. The Depositary will may not itself exercise any voting discretion in over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of any the Deposited Securities. To Securities represented by the extent American Depositary Shares evidenced by such instructions are not so received Registered Holder's Receipts on or before the date established by the Depositary from any Holderfor such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Holder Registered Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, Securities; provided that (x) no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. There is no guarantee that Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders generally or any Holder who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in particular will receive the notice described above with sufficient time to enable such Holder vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to return any voting instructions to register the Depositary in a timely mannertransfer of Shares on certain grounds.

Voting of Deposited Securities. (a) As soon as practicable after receipt from the Company of notice in English of any meeting (Junta General de Accionistas) or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute will mail to the Holders a notice stating containing (ai) such information as is contained in such notice and any solicitation materialsof meeting, (bii) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of law and the Cayman Islands lawprovisions of or governing the Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities the right to receive which is represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts, and (ciii) a statement as to the manner in which such instructions may be given (or be deemed givengiven in accordance with this paragraph (13)(a)), including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the CompanyBank. Upon receipt of instructions the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary will endeavor insofar as practicable and permitted under any applicable provisions of law and the provisions of or governing the Deposited Securities to vote or cause to be voted the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts in accordance with any nondiscretionary instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If no instructions are received by the manner and Depositary from any Holder with respect to any of the Deposited Securities the right to receive which is represented by the American Depositary Shares evidenced by such Holder's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company Board of Directors of the Bank with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Board of Directors of the Bank to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Board of Directors of the Bank informs the Depositary (and the Company Board of Directors of the Bank agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company Board of Directors of the Bank does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions voting instruction cards are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such deemed instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) belowwriting when and if applicable) that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists with respect to any agenda item for which the proxy would be given or (z) materially affects the rights of holders of SharesShares and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands, (b) the granting of such proxy will not result in a violation of Cayman Island law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Island law upon a discretionary proxy being granted in the manner as aforesaid, and (d) the granting of such discretionary proxy alone will not result in the Shares represented by the ADSs being considered subject to attachment or appropriation by creditors of the Custodian or the Depositary under Cayman Island law, to the extent Cayman Island law is relevant. J.X.Xxxxxx There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs. J.X.Xxxxxx

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company Company, acting in a fiduciary capacity on behalf of Holders, agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands or the People’s Republic of China, (ii) the granting of such proxy will not result in a timely mannerviolation of Cayman Island or, to the extent applicable, Peoples Republic of China law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Cayman Island law, (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Cayman Island law and, (v) the Depositary will not be subject to any liability under Cayman Island law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12).

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. A precondition for exercising any such voting rights is that such Holder is registered in the register of shareholders of the Company not less than ten calendar days prior to the date of the meeting and gives notice of its intention to attend the meeting, in person or by proxy, not later than a date (being not earlier than five calendar days before the meeting) specified in the written notice convening the meeting. Pursuant to these requirements, Holders of record will be entitled to deposit their ADRs in a blocked account with the Depositary and to instruct the Depositary in writing to request a Custodian to cause the equivalent underlying Shares to be registered in a Holder's name and to give written notice to the Company of a Holder's intention to attend the meeting and to vote the Shares at such a meeting in person or by proxy. Such notice shall also contain a statement that a Holder of ADRs who deposits its ADRs in a blocked account with the Depositary and who instructs a Custodian to register in the Holder's name the equivalent underlying Shares for the purpose of voting such Shares at any meeting of holders of Shares may instruct the Depositary in writing, immediately following any such meeting, to request such Custodian to reregister the Shares in the name in which such Shares were previously registered and to release to the Holder from the blocked account the ADRs evidencing ADSs representing such Shares. Upon receipt of written instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after Following actual receipt from by the Company ADR department responsible for proxies and voting of notice Holders’ instructions (including, without limitation, instructions of any meeting entity or solicitation entities acting on behalf of consents or proxies of holders of Shares or other Deposited Securitiesthe nominee for DTC), the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materialsshall, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's Holders’ ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by Securities. Neither the Company to vote Depositary nor the Custodian will themselves exercise any voting discretion in respect of any Deposited Securities represented by Securities. For the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenavoidance of any doubt, provided that no such instruction shall be deemed given and no discretionary proxy shall be given all voting rights with respect to any matter Shares are subject to Swiss law and the restrictions contained in the Company’s Articles of Association of the Company. Under the Nominee Agreement, the Company is entitled to register the Nominee as a shareholder without voting rights in the share register of the Company with respect to the number of Shares held by the Depositary under the Deposit Agreement (i) on behalf of Holders who do not timely provide the Required Beneficial Owner Information with respect to the Beneficial Owners of such Hxxxxx’s ADRs in excess of the De Minimis Threshold, (ii) with respect to which inaccurate Required Beneficial Owner Information is provided, or (iii) on behalf of Beneficial Owners known to be holding ADRs representing a number of Shares equal or in excess of the De Minimis Threshold but for whom the Depositary is not in a position to provide the Required Beneficial Owner Information. As a result of the foregoing, Holders and Beneficial Owners of ADRs will not have voting rights (i) with respect to the number of ADRs they hold or own representing Shares above the De Minimis Threshold for which the Required Beneficial Owner Information is not, or is not able to be, provided or (ii) for their ADRs representing Shares with respect to which inaccurate Required Beneficial Owner Information is provided. The Depositary will only exercise voting rights with respect to the Shares that it holds under the Deposit Agreement if the Company informs has registered such Shares with voting rights in its share register pursuant to the Depositary (Company’s Articles of Association and the Company agrees to provide such information promptly Nominee Agreement as provided in writingparagraph 6 (Disclosure of Interests) or herein Section 6 of the Depositary reasonably believes (in the case form of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerADR attached as Exhibit A hereto.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Stock or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor shall, insofar as practicable and permitted under applicable law and the provisions of the Articles of Incorporation and Share Handling Regulations of the Company and the provisions of or governing Deposited Securities to Securities, through the appropriate channels and in a timely manner, vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor shall, insofar as practicable and permitted under the provisions of or governing the Deposited Securities to Securities, give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are deemed to have been so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) if the Company does not wish such proxy to be given, (y) if there is substantial opposition exists to such matter or (z) if such matter materially adversely affects the rights of holders of Shares. There is can be no guarantee assurance that Holders generally or any Holder in particular will receive the notice described in the paragraph above with sufficient in time to enable such Holder to return any voting instructions to ensure that the Depositary will vote the Stock or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders Owners a notice stating notice, which shall contain (a) such information as is contained in such notice and any solicitation materials, (b) a statement that each Holder Beneficial Owner on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or Deposited Securities represented by the ADSs evidenced by such Beneficial Owners ADRs and (c) a statement as to the manner in which such instructions may be given, including instructions to give the discretionary proxy to the independent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the Independent Representative). Upon receipt of (i) instructions of a Beneficial Owner on such record date in the manner and on or before the date established by the Depositary for such purpose (the Instruction Date) and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as practicable and permitted under the provisions governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to the Independent Representative to vote, if so designated by a Beneficial Owner) the Deposited Securities represented by the ADSs evidenced by such Beneficial Owners ADRs in accordance with such instructions. In the event that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) Beneficial Owners ADRs, the manner in which voting rights pertaining to such instructions may Deposited Securities will be given or deemed given, including instructions to give a discretionary proxy to a person designated exercised by the Company. Upon receipt Independent Representative in favor of instructions all motions of a Holder on such record date in the manner and on or before Board of Directors of the date established by Company at the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsmeeting. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Company shall only deem the extent persons entered in the Companys Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Deposited Securities in respect thereof) wishes to be entered in the Share register of the Company, such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by Share transferee must file with the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to completed application (in a person designated form provided by the Company to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not vote at general meetings of the Company. All voting rights with respect to the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Company. The Company reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs so as to which permit the Company to re-register such instructions are so givenwithdrawn Deposited Securities as Shares without voting rights. In addition, provided pursuant to the terms of the Articles of Incorporation of the Company, in the event that no any person or other entity acquiring Shares does not expressly declare that he holds such instruction shall Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be deemed given and no discretionary proxy shall be given registered in the Share register of the Company without voting rights with respect to any matter as such Shares. The Company has agreed to which the Company informs exempt the Depositary (and the Company agrees Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to provide such information promptly in writing) or the Depositary reasonably believes 6% (in the case aggregate) in respect of Deposited Securities held in connection with the Companys ADR program, subject to compliance with Sections 3.1 and 3.4 of the Deposit Agreement and Articles 6 and 23 of this Receipt. The Company has the right not to recognize votes of (ya) or (z) below) that (x) Deposited Securities by the Company does not wish such proxy givenDepositary in excess of the six percent limitation, (yb) substantial opposition exists Deposited Securities or other Company Shares by any Owner in excess of the one half of one percent limitation and/or (zc) materially affects any Owner or other person holding an interest in an ADR not complying with the rights disclosure obligations of holders Sections 3.1 and 3.4 of Sharesthe Deposit Agreement and Articles 6 and 23 of this Receipt. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph. 17.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, Securities the Depositary shall distribute at the Company's expense, mail to the Registered Holders of Receipts a notice stating which shall contain (a) such information as is contained in such notice and any solicitation materialsof meeting, (b) a statement that each Holder such Registered Holders of Receipts at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Indian law, of the Cayman Islands lawDeposited Securities or of the Memorandum and Articles of Association of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given or deemed given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the CompanyCompany to vote such Deposited Securities. Upon receipt of instructions the written request of a Registered Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of or law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of Section 4.07 of the Deposit Agreement, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand -------- -------- of a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to or claim by any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs a Receipt other than in accordance with such instructionsinstructions from the Registered Holder , or as provided below. The Depositary will may not itself exercise any voting discretion in over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of any the Deposited Securities. To Securities represented by the extent American Depositary Shares evidenced by such instructions are not so received Registered Holder's Receipts on or before the date established by the Depositary from any Holderfor such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Holder Registered Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, Securities; provided that (x) no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. There is no guarantee that Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders generally or any Holder who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in particular will receive the notice described above with sufficient time to enable such Holder vote at the meeting. In addition, once withdrawn from the depositary facility, Shares may not be redeposited. The directors of the Company may decline to return any voting instructions to register the Depositary in a timely mannertransfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which holders of Shares are entitled to vote or of solicitation of consents or proxies of holders of Shares or other Deposited Securities, but only if requested to do so in writing by the Company, the Depositary shall fix the record date in accordance with paragraph (11) above in respect of such meeting or solicitation of consent or proxy and distribute to Holders a notice (the “Voting Notice”) stating (a) such information as is contained in such notice and any solicitation materialsmaterials (or a summary thereof), (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of Argentine law, rule or regulation and the Cayman Islands lawCompany’s constituent documents, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs GDSs evidenced by such HolderXxxxxx's ADRs GDRs and (c) the manner in which such instructions may be given or deemed givengiven in accordance with the next paragraph, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the GDR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs GDSs evidenced by such HolderXxxxxx's ADRs GDRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent the Depositary has been provided with at least 30 days' notice of the proposed meeting, if such instructions are not so timely received by the Depositary from any Holder, such Holder shall be deemed, and the Depositary shall is instructed to deem such Holder Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs GDSs evidenced by such HolderXxxxxx's ADRs GDR as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which (a) if the Company informs the Depositary in writing (and the Company agrees to provide the Depositary with such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company it does not wish such proxy to be given, (yii) substantial opposition exists with respect to any agenda item for which the proxy would be given or (ziii) the agenda item in question, if approved, would materially affects and adversely affect the rights of holders of Shares and (b) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Republic of Argentina, (ii) the granting of such proxy will not result in a violation of Argentine law, rule, regulation or permit, (iii) the voting arrangement and deemed instruction as contemplated herein will be given effect under Argentine law, rules and regulations and (iv) the granting of such discretionary proxy will not under any circumstances result in the Shares represented by the GDSs being treated as assets of the Depositary under Argentine law, rule or regulations. The Depositary may from time to time access information available to it to consider whether any of the circumstances described in subclauses (a)(ii) or (a)(iii) of the prior paragraph exist, or request additional information from the Company in respect thereto. By taking any such action, the Depositary shall not in any way be deemed or inferred to have been required, or have had any duty or responsibility (contractual or otherwise), to monitor or inquire whether any of the circumstances described in subclauses (a)(ii) or (a)(iii) of the prior paragraph existed. In addition to the limitations provided for in paragraph (14) hereof, Holders are advised and agree that (a) the Depositary will rely fully and exclusively on the Company to inform the Depositary of any of the circumstances set forth in clause (a) of the prior paragraph, and (b) neither the Depositary, the Custodian nor any of their respective agents shall be obliged to inquire or investigate whether any of the circumstances described in subclauses (a)(ii) or (a)(iii) of the prior paragraph exist and/or whether the Company complied with its obligation to timely inform the Depositary of such circumstances. Neither the Depositary, the Custodian nor any of their respective agents shall incur any liability to any person, including, without limitation, Holders (i) as a result of the Company's failure to determine that any of the circumstances described in subclauses (a)(ii) or (a)(iii) of the prior paragraph exist or its failure to timely notify the Depositary of any such circumstances or (ii) if any agenda item which is approved at a meeting has, or is claimed to have, a material and adverse effect on the rights of holders of Shares. There Because there is no guarantee that Holders generally or any Holder in particular those for whom they are acting will receive the notice Voting Notices described above with sufficient time to enable such Holder to return any voting instructions to be returned to the Depositary in a timely manner, Holders may be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote, as described in the prior paragraph, and neither the Depositary, the Custodian nor any of their respective agents shall incur any liability to any person, including, without limitation, Holders in such circumstances. Notwithstanding anything contained in the Deposit Agreement or any GDR, the Depositary may, to the extent not prohibited by applicable law, rule or regulation or the Company’s constituent documents, or by the requirements of the stock exchange on which the GDSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the GDR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Brazilian law, rule and/or regulation be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem take such Holder to have so instructed action as is necessary, upon the Depositary to give a discretionary proxy to a person designated by written request of the Company and subject to applicable law, and the Depositary shall endeavor insofar as practicable terms and permitted under the provisions conditions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by Securities, to cause such underlying Shares to be counted for the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that purposes of satisfying applicable quorum requirements; There can be no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. (i) As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to the Holders a notice stating notice, the form of which shall be prepared by the Depositary in consultation with the Company, which shall contain (a) such information as is contained in such notice and any solicitation materialsof meeting (or summary thereof), (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of the Cayman Islands English law, be entitled the Memorandum, Articles and the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders' Receipts and (c) a statement as to the manner in which such instructions may be given or deemed given, including instructions (or, if applicable, deemed given in accordance with paragraph (ii) below if no instruction is received) to the Depositary to give a non-discretionary proxy to a person designated by the Company. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar in so far as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder (or to have so instructed the Depositary to give grant a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a non-discretionary proxy to a person designated by the Company to vote vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs as to which Receipts in accordance with the instructions set forth in such instructions are so given, request; provided that no such instruction the Depositary, unless specifically instructed by at least five Holders or by Holders of Receipts representing not less than 10% of the total voting rights of all Holders of Receipts, shall not join in demanding a poll. The Depositary undertakes to procure the appointment of one or more corporate representatives which will be deemed given and no discretionary proxy shall be given with respect authorized in all cases to any matter as to which vote at general meetings of the Company informs the Depositary (and the Company agrees to provide such information promptly either on a show of hands or a poll in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above accordance with sufficient time to enable such Holder to return any voting instructions furnished to the Depositary by Holders of Receipts. The Depositary will only be required to procure voting by such corporate representatives on matters specified in a timely mannerthe notice convening the general meeting of the Company or an amendment validly proposed at the meeting and only in accordance with the written directions of Holders of Receipts. The Depositary shall not itself exercise any voting discretion over any Deposited Securities.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands British Virgin Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Company shall ensure that a poll is demanded at each meeting of shareholders so as to give effect to the votes submitted by or on behalf of the Depositary in accordance with the instructions of Holders. Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after (a) Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Stock or other Deposited Securities, the Depositary shall shall, as soon as practicable, fix a record date as provided in Section 4.06 of the Deposit Agreement (the "ADS Record Date") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice stating (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting and any in the solicitation materialsmaterials if any, (bii) a statement (in a form provided by the Company) that each a Holder of Receipts at the close of business on the record date set by the Depositary therefor willADS Record Date will be entitled, subject to any applicable provisions of the Cayman Islands lawlaws of Australia and of the Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be entitled summarized in pertinent part), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Stock or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs thereby and (ciii) a brief statement as to the manner in which such instructions may be given or deemed given. The Depositary shall, including instructions to give a discretionary proxy to a person designated if so requested by the Company and at the Company's expense, arrange for distribution of the Depositary Notice to Beneficial Owners (in the case of Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions of from a Holder on such record date in as of the manner and ADS Record Date received on or before the date established by the Depositary for such purposepurpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor insofar as practicable and permitted under applicable law and the provisions of or governing the Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities to vote or cause the Custodian to be voted vote the Stock and/or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. The Depositary will shall not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of Stock or governing other Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such a Receipt, other than in accordance with instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which received from the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerInstructing Holders.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Brazilian law, rule and/or regulation be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem take such Holder to have so instructed action as is necessary, upon the Depositary to give a discretionary proxy to a person designated by written request of the Company and subject to applicable law, and the Depositary shall endeavor insofar as practicable terms and permitted under the provisions conditions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by Securities, to cause such underlying Shares to be counted for the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that purposes of satisfying applicable quorum requirements; There can be no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders Owners a notice stating notice, which shall contain (a) such information as is contained in such notice and any solicitation materials, (b) a statement that each Holder Beneficial Owner on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or Deposited Securities represented by the ADSs evidenced by such Beneficial Owner's ADRs and (c) a statement as to the manner in which such instructions may be given, including instructions to give the discretionary proxy to the independent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the "Independent Representative"). Upon receipt of (i) instructions of a Beneficial Owner on such record date in the manner and on or before the date established by the Depositary for such purpose (the "Instruction Date") and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as practicable and permitted under the provisions governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to the Independent Representative to vote, if so designated by a Beneficial Owner) the Deposited Securities represented by the ADSs evidenced by such Beneficial Owner's ADRs in accordance with such instructions. In the event that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such HolderBeneficial Owner's ADRs and (c) ADRs, the manner in which voting rights pertaining to such instructions may Deposited Securities will be given or deemed given, including instructions to give a discretionary proxy to a person designated exercised by the Company. Upon receipt Independent Representative in favor of instructions all motions of a Holder on such record date in the manner and on or before Board of Directors of the date established by Company at the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsmeeting. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Company shall only deem the extent persons entered in the Company's Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Deposited Securities in respect thereof) wishes to be entered in the Share register of the Company, such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by Share transferee must file with the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to completed application (in a person designated form provided by the Company to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not vote at general meetings of the Company. All voting rights with respect to the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Company. The Company reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs so as to which permit the Company to re-register such instructions are so givenwithdrawn Deposited Securities as Shares without voting rights. In addition, provided pursuant to the terms of the Articles of Incorporation of the Company, in the event that no any person or other entity acquiring Shares does not expressly declare that he holds such instruction shall Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be deemed given and no discretionary proxy shall be given registered in the Share register of the Company without voting rights with respect to any matter as such Shares. The Company has agreed to which the Company informs exempt the Depositary (and the Company agrees Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to provide such information promptly in writing) or the Depositary reasonably believes 6% (in the case aggregate) in respect of Deposited Securities held in connection with the Company's ADR program, subject to compliance with Sections 3.1 and 3.4 of the Deposit Agreement and Articles 6 and 23 of this Receipt. The Company has the right not to recognize votes of (ya) or (z) below) that (x) Deposited Securities by the Company does not wish such proxy givenDepositary in excess of the six percent limitation, (yb) substantial opposition exists Deposited Securities or other Company Shares by any Owner in excess of the one half of one percent limitation and/or (zc) materially affects any Owner or other person holding an interest in an ADR not complying with the rights disclosure obligations of holders Sections 3.1 and 3.4 of Sharesthe Deposit Agreement and Articles 6 and 23 of this Receipt. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph. 17.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Venezuelan law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially affects the rights of holders of Shares. Notwithstanding anything to the contrary contained herein, prior to providing any such deemed instruction with respect to any vote, the Depositary may require the Company to provide it with, and if so requested the Depositary shall have received, a legal opinion of counsel to the Company satisfactory to the Depositary, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in The Republic of Venezuela, (ii) the granting of such proxy will not result in a violation of Venezuelan law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Venezuelan law, rule and regulation, (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Venezuelan law, rule or regulation and, (v) the Depositary will not be subject to any liability under Venezuelan law, rule or regulation for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction at any meeting unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands or the People=s Republic of China,(ii) the granting of such proxy will not result in a timely mannerviolation of Cayman Island or People=s Republic of China law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Cayman Island and People=s Republic of China law, and (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Cayman Island or People=s Republic of China law and, the Depositary will not be subject to any liability under Cayman Island or People=s Republic of China law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). The Company agrees to direct its counsel to inform it of any such changes in Cayman Island and People=s Republic of China law and shall be responsible for its failure to so inform.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Company=s Articles of Association or the provisions of or governing the Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materialsmaterials (or a summary thereof in English if the Company, in its discretion, decides to provide such summary), (b) that each Holder at the close of business on the record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of Hungarian law and the Cayman Islands lawCompany’s Articles of Association, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including express instructions to give a discretionary proxy to a person designated by the Company to vote in the manner directed by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under applicable law, the Company’s Articles of Association and the provisions of or governing Deposited Securities to vote or cause to be voted (or for the Depositary to grant a proxy (in accordance with instructions received from Holders) to the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will shall not itself exercise any voting discretion vote or cause to be voted Deposited Securities other than in respect accordance with such instructions received from Holders. Subject to the rules of any securities exchange on which the Deposited Securities. To the extent such instructions Securities are not so received by the Depositary from any Holderlisted, the Depositary shall deem such Holder use its reasonable efforts to have so instructed deliver to the Depositary extent practicable prior to give a discretionary proxy to a person designated the date notified by the Company and as the Depositary shall endeavor insofar as practicable and permitted under last day for the provisions deposit of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerreceived from Holders.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited SecuritiesSecurities or any other meeting of holders of the Company's securities at which holders of Shares or other Deposited Securities are entitled to vote, the Depositary shall distribute fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.07 and shall mail or cause to be mailed to the Holders of record a notice stating which shall contain: (a) such information as is contained in such notice of meeting and any solicitation materials, (b) a statement that each Holder the Holders of record at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of the Cayman Islands lawlaw of the Philippines and of the Amended Articles of Incorporation and the By-Laws of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by the ADSs their respective GDSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Companytheir respective GDRs. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Deposited Securities represented by the ADSs such GDSs evidenced by such Holder's ADRs GDR in accordance with the instructions set forth in such instructionsrequest. The Depositary will may not itself exercise any voting discretion in respect of over any Deposited SecuritiesShares. To If the extent such Depositary does not receive instructions are not so received from a Holder on or before the date established by the Depositary from any Holderfor such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and for the Depositary shall endeavor insofar as practicable and permitted under purpose of exercising the provisions of or governing Deposited Securities voting rights, if any, pertaining to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities Shares represented by the ADSs GDSs evidenced by such Holder's ADRs as to which such instructions are so givenGDRs, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of holders of SharesShares will be materially and adversely affected. There is no guarantee that Holders generally or any Holder in particular will receive shall not have, and shall not have the notice described above with sufficient time right to enable such Holder to return any voting instructions instruct the Depositary as to the Depositary in a timely mannerexercise of, any dissenter's rights provided to holders of Shares under Philippine law.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Issuer, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall distribute to Holders a notice stating be in the sole discretion of the Depositary which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Issuer, and any solicitation materials, (b) a statement that each Holder the Owners as of the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Australian law and of the Cayman Islands lawIssuer’s Constitution and any other provisions governing the Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed givengiven in accordance with the last sentence of this paragraph if no instruction is received, including instructions to the Depositary to give a discretionary proxy to a person designated by the CompanyIssuer. Upon receipt the written request of instructions of a Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the manner and amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder Owner to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Issuer to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company Issuer does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, subject to applicable law and the Company's Articles of Association, mail to Holders a notice stating (a) containing such information as is contained in such notice and any solicitation materials, (b) stating that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs and (c) the manner in which specifying how and when such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable and permitted under applicable law, the Company's Articles of Association and the provisions of or governing Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To Upon the request of a Holder who has not previously given instructions as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holder's ADRs, and subject to compliance with any reasonable regulations the Depositary may establish (which may include the deposit or blocking of transfers of such Holder's ADRs), the Depositary will endeavor to provide such Holder (or a person designated by such Holder) with the documentation necessary to attend a shareholders' meeting to the extent legally possible. The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Shares or other Deposited Securities pursuant to this Paragraph (13), it will have on deposit under the Deposit Agreement the number of Shares or other Deposited Securities with respect to which it has received voting instruc-tions from Holders. In the event that, on any such instructions are not so received by date, the number of Shares or other Deposited Securities, as the case may be, on deposit under the Deposit Agreement is lower than the number of Shares or other Deposited Securities with respect to which the Depositary from any Holderhas received voting instructions, the Depositary shall deem vote such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of Shares or governing other Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which in accordance with such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which adjusting the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case number of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in securities voted on a timely mannerpro-rated basis.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders Owners a notice stating notice, which shall contain (a) such information as is contained in such notice and any solicitation materials, (b) a statement that each Holder Beneficial Owner on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs and (c) a statement as to the manner in which such instructions may be given, including instructions to give the discretionary proxy to the independent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the “Independent Representative”). Upon receipt of (i) instructions of a Beneficial Owner on such record date in the manner and on or before the date established by the Depositary for such purpose (the “Instruction Date”) and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as practicable and permitted under the provisions governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to the Independent Representative to vote, if so designated by a Beneficial Owner) the Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs in accordance with such instructions. In the event that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) Beneficial Owner’s ADRs, the manner in which voting rights pertaining to such instructions may Deposited Securities will be given or deemed given, including instructions to give a discretionary proxy to a person designated exercised by the Company. Upon receipt Independent Representative in favor of instructions all motions of a Holder on such record date in the manner and on or before Board of Directors of the date established by Company at the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsmeeting. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Company shall only deem the extent persons entered in the Company’s Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Deposited Securities in respect thereof) wishes to be entered in the Share register of the Company, such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by Share transferee must file with the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to completed application (in a person designated form provided by the Company to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not vote at general meetings of the Company. All voting rights with respect to the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Company. The Company reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs so as to which permit the Company to re-register such instructions are so givenwithdrawn Deposited Securities as Shares without voting rights. In addition, provided pursuant to the terms of the Articles of Incorporation of the Company, in the event that no any person or other entity acquiring Shares does not expressly declare that he holds such instruction shall Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be deemed given and no discretionary proxy shall be given registered in the Share register of the Company without voting rights with respect to any matter as such Shares. The Company has agreed to which the Company informs exempt the Depositary (and the Company agrees Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to provide such information promptly in writing) or the Depositary reasonably believes 6% (in the case aggregate) in respect of Deposited Securities held in connection with the Company’s ADR program, subject to compliance with Sections 3.1 and 3.4 of the Deposit Agreement and Articles 6 and 23 of this Receipt. The Company has the right not to recognize votes of (ya) or (z) below) that (x) Deposited Securities by the Company does not wish such proxy givenDepositary in excess of the six percent limitation, (yb) substantial opposition exists Deposited Securities or other Company Shares by any Owner in excess of the one half of one percent limitation and/or (zc) materially affects any Owner or other person holding an interest in an ADR not complying with the rights disclosure obligations of holders Sections 3.1 and 3.4 of Sharesthe Deposit Agreement and Articles 6 and 23 of this Receipt. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Italian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts, (c) the requirements in order to enable a Holder or Beneficial Owner to either provide voting instructions through the Depositary or attend the meeting and vote in person, including any blocking requirements, and (cd) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Beneficial Owners wishing to provide voting instructions must do so through the Holder of the ADRs held for their benefit. Beneficial Owners wishing to attend and vote at any meetings must become Holders in order to be able to exercise the rights of a Holder hereunder. Notwithstanding the foregoing, the Depositary and the Company agree to use reasonable efforts to make and maintain arrangements (in addition to or in substitution of the arrangements described in this paragraph) to enable Holders or Beneficial Owners to vote the Deposited Securities underlying their Receipts.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materialsmaterials delivered by the Company to the Depositary, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands lawlaw of The Netherlands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the whole number of Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. For purposes hereof, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), appointing Supervisory Board members (except where a competing Supervisory Board member or slate of members is proposed), approving the Annual Report and resolutions to approve the public offering or private placement of de minimis amounts of securities (i.e. issuances of Shares which, based on the number of Shares issued and outstanding prior to giving effect to such issuance, represents less than ten percent of the then outstanding Shares), would not materially affect the rights of holders of Shares. Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction with respect to any vote, unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance reasonably satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Netherlands, (ii) the granting of such proxy will not result in a violation of Dutch law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Dutch law, rule and regulation, (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Dutch law, rule or regulation and, (v) the Depositary will not be subject to any liability under Dutch law, rule or regulation for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). For purposes of (v) above, counsel to the Company may assume in such opinion that the Depositary has complied with the instructions received from Holders (or deemed to so have received) as set forth in this paragraph (12) and that such liability or losses did not arise due to the negligence or bad faith of the Depositary or its agents (which agents shall not include the person appointed by the Company to receive the deemed discretion of those Holders from whom voting instructions were not timely received). There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands French law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy (such as a “procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code) to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities Securities, any applicable provisions of French law and the statuts of the Company to vote or cause to be voted the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. According to French company law, voting rights may not be exercised in respect of fractional shares. Under French company law, shareholders at ordinary and extraordinary shareholders' meetings may, subject to certain conditions, modify the resolutions presented by the Board of Directors to the shareholders for their approval. In such case, Holders who have given a discretionary proxy (“procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code) to vote on such resolutions shall be deemed to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given instructions to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary and the Company may revise the voting procedures set forth in this [Section 4.07][paragraph (14)] as they deem necessary or advisable in order to comply with applicable law, the statuts of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above and shall not be considered an amendment to the Deposit Agreement or the Receipts.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date or record dates set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any HolderHolder on or before the date established by the Depositary for that purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy vote or cause to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote be voted the Deposited Securities represented by the ADSs evidenced by such Holder's Holders' ADRs as in favor of any proposals or recommendations of the Company. To accomplish this, the Depositary, on the deemed instruction of such Holders, shall issue a discretionary proxy to which a person appointed by the Company to vote the Deposited Securities in favor of any proposals or recommendations of the Company(including any recommendation by the Company to vote the Deposited Securities on any given issue in accordance with the majority shareholdervote on such instructions are so givenissue), provided provided, however, that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy givengiven or if the proposal has, (y) substantial opposition exists or (z) in the discretion of the Depositary, a materially affects adverse effect on the rights of holders of the Shares. There Neither the Depositary nor its agents are responsible for the effect of any vote. Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, which opinion shall initially be provided on the signing of the Deposit Agreement, in form and substance satisfactory to the Depositary, to the effect that (i) such deemed instruction does not subject the Depositary to any reporting obligations in the Grand Duchy of Luxembourg , (ii) such deemed instruction will not result in a violation of Luxembourg law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Luxembourg law, and (iv) the Depositary will not be deemed to be authorized to exercise, or in fact exercising, any discretion when voting in accordance with the terms of this paragraph (12) under Luxembourg law and, the Depositary will not be subject to any liability under Luxembourg law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). If after the date such opinion is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions delivered to the Depositary the Company is advised by counsel that there has occurred a change in a timely mannerLuxembourg law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Holders shall thereafter not be deemed to have given any such instruction. The Company agrees to direct its counsel to inform it of any such changes in Luxembourg law.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the laws of the Cayman Islands lawIslands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, as soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law and the Cayman Islands lawCompany's Articles of Incorporation, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsinstructions and subject to the rules on limitation on voting rights of certain shareholders provided for in the Company’s Articles of Incorporation. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To Each Holder will be deemed to be a non-Brazilian shareholder for the extent purposes of the limitation on the voting rights of non-Brazilian shareholders set forth in the Company’s Articles of Incorporation, unless such instructions are not so received by Holder provides the Depositary from any Holder, and the Company with sufficient evidence to establish that such shareholder is a “Brazilian shareholder” as defined in the Company’s Articles of Incorporation. The Depositary shall deem have no obligation to request or assist in obtaining or providing any such Holder evidence and shall have no obligations to have so instructed Holders or any other person or entity with respect to the Depositary to give a discretionary proxy to a person designated application by the Company and of the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, limitations on voting provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (for in the case Company's Articles of (y) or (z) below) that (x) Incorporation. Holders and persons holding interests in ADSs are encouraged to read the Company does not wish Company's Articles of Incorporation, and to seek their own legal and financial guidance, to understand such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Sharesvoting limitations. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Brazilian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. J.P.Morgan

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Stock or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under applicable law and the provisions of the Articles of Incorporation and Share Handling Regulations of the Company and the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To Subject to the extent such next paragraph, if no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided provided, that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of SharesStock. Neither the Depositary nor its agents are responsible for the effect of any vote. Notwithstanding anything to the contrary contained herein, in the case of each meeting, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, which opinion shall initially be provided on the signing of the Deposit Agreement, in form and substance satisfactory to the Depositary, to the effect that (i) such deemed instruction does not subject the Depositary to any reporting obligations in Japan, (ii) such deemed instruction will not result in a violation of Japanese law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Japanese laws, rules and regulations (iv) the Depositary will not be deemed to be authorized to exercise, or in fact exercising, any discretion when voting in accordance with the terms of this paragraph (12) under Japanese law and (v) the Depositary will not be subject to any liability under Japanese law, rule or regulation for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Japanese law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Holders shall thereafter not be deemed to have given any such instruction. There is can be no guarantee assurance that Holders generally or any Holder in particular will receive the notice described in the paragraph above with sufficient in time to enable such Holder to return any voting instructions to ensure that the Depositary will vote the Stock or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, subject to applicable law and the Company's Articles of Association, mail to all Holders (for forwarding to the Beneficial Owners) a notice stating (the "Notice") (a) containing such information as is contained in such the notice and any or solicitation materialssent by the Company to the Depositary, (b) stating that each Holder at the close of business on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the whole number of Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs ADRs, and (c) the manner in which specifying how and when such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor shall, insofar as practicable and permitted under applicable law, the Company's Articles of Association and the provisions of or governing Deposited Securities to Securities, vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's Holders ADRs in accordance with such instructions. The Depositary will Upon the request of a Holder who has not itself previously given instructions as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holder's ADRs, and subject to compliance with any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by reasonable regulations the Depositary from any may establish (which may include the deposit or blocking of transfers of such Holder's ADRs), the Depositary shall deem provide such Holder to have so instructed the Depositary to give a discretionary proxy to (or a person designated by such Holder) with the Company documentation necessary to attend a meeting of holders of Deposited Securities and to vote thereat to the extent such documentation is provided to the Depositary by the Company. The Depositary shall not vote or cause to be voted Deposited Securities, other than in accordance with such instructions received from Holders of ADRs. The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Deposited Securities pursuant to this Paragraph (13), it will have on deposit under the Agreement the number of Deposited Securities with respect to which it has received voting instructions from Holders. In the event that the record date set by the Depositary precedes the German record date, upon the withdrawal of the Deposited Securities evidenced by an ADR, the Depositary will require the Holder of such ADR to certify that such Holder has not voted and will not vote such ADR. If despite such certification requirement, on any such date, the number of Deposited Securities on deposit under the Agreement is less than the number of Deposited Securities with respect to which the Depositary has received voting instructions, the Depositary shall endeavor insofar as practicable and permitted under the provisions of vote or governing cause to be voted such Deposited Securities to give a discretionary proxy to a person designated by in accordance with such instructions adjusting the Company to vote the number of Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in voted on a timely mannerpro-rated basis.

Voting of Deposited Securities. As soon as practicable after Upon actual receipt from by the Company of notice ADR department responsible for proxies and voting instructions (including, without limitation, instructions of any meeting entity or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder entities acting on the record date set by the Depositary therefor will, subject to any applicable provisions behalf of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise nominee for DTC) of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions Voting Instructions of a Holder on such record date the Voting Record Date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable and permitted under applicable law, the provisions of or governing the Company’s constituent documents and the provisions of the Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsVoting Instructions insofar as practicable and permitted under the provisions of or governing Deposited Securities. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions Shares or other Deposited Securities represented by ADSs for which no specific Voting Instructions are not so received by the Depositary from any Holder, the Holder shall not be voted by the Depositary shall deem but may be directly voted by such Holder to have so instructed in attendance at meetings of shareholders as proxy for the Depositary to give a discretionary proxy to a person designated by the Company or its nominee, subject to, and the Depositary shall endeavor insofar as practicable and permitted under in accordance with, the provisions of or governing this paragraph (12) and the Company’s constituent documents. Notwithstanding anything contained herein this paragraph (12) to the contrary, Holders and their substitute proxy (other than the Depositary) shall only be permitted to attend, vote and speak at meetings at which holders of Deposited Securities to give a discretionary proxy to a person designated by the Company are entitled to vote as the Deposited Securities proxy of the Depositary or its nominee with respect to the whole number of Shares represented by the ADSs evidenced by ADRs held by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which Holders on the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to record date set by the Depositary in accordance with paragraph (11) hereof. For the avoidance of doubt, when the Depositary receives Voting Instructions from a timely mannersubstitute proxy of a Holder (including, without limitation, instructions from Broadridge Financial Solutions or any other entity acting on behalf of participants and/or customers of participants within DTC) or their agents, and such registered Holder has notified the Depositary that it holds ADRs on behalf of such substitute proxies, the Depositary shall treat such Voting Instructions as coming from an entity that holds ADRs on behalf of such substitute proxies and the Depositary shall vote or cause to be voted the Deposited Securities in accordance with such instructions. J.X.Xxxxxx Holders are strongly encouraged to forward their Voting Instructions as soon as possible. Voting Instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such Voting Instructions notwithstanding that such Voting Instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after Italian securities laws may result in the restriction of voting rights of certain Shares. To the extent such Shares may be voted, Holders or Beneficial Owners of Receipts must follow the procedures set forth below in order to exercise the voting rights pertaining to the Shares underlying their ADSs. Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders shareholders of Shares or other Deposited Securitiesthe Company, the Depositary shall distribute promptly thereafter mail to all Holders such notice, and shall mail to all Holders as promptly as practicable thereafter a notice stating containing (ai) the information (or a summary thereof in a form prepared by the Company) received by the Depositary in connection with such information meeting, including the agenda for the meeting and (ii) a statement that the Holders or Beneficial Owners as is contained of the close of business on a specified record date (the “Blocking Date”) will be entitled, subject to applicable provisions of Italian law and the Company’s By-laws (any such provisions will be adequately summarized in such notice and any solicitation materials, (b) that each Holder on the record date set in a form provided by the Depositary therefor willCompany), subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the their voting rights, if any, pertaining to the number of Deposited Securities represented by their respective ADSs in person or by proxy; provided that the Depositary has, (A) with respect to voting in person or by proxy, received a request that the Depositary obtain an admission certificate (the “Admission Certificate”) to enable such Holder or Beneficial Owner to gain admission to the relevant shareholders’ meeting, such request to be accompanied by evidence of ownership or voting authority and any other documentation that may be required to enable the Depositary to obtain such certificate, and (B) with respect to voting by proxy only, received a proxy card (the “Proxy Card”) pursuant to which a Holder or Beneficial Owner may appoint the Depositary or the Custodian as his or her proxy to vote at the relevant shareholders’ meeting in accordance with the directions set out in such Proxy Card, provided that such appointment shall only be effective upon registration by the Company of such Holder or Beneficial Owner in its share register. Upon issuance by the Depositary of an Admission Certificate and, if applicable, receipt by the Depositary of a properly completed Proxy Card, the Depositary shall (i) prohibit any transfers, surrenders or other dispositions of ADSs evidenced by such Receipts for a period beginning on the Blocking Date and ending at the end of the day of the last call for the relevant shareholders’ meeting (the “Blocked Period”), (ii) issue a certificate to the Company indicating the number of Shares represented by such Holder's ADRs ’s or Beneficial Owner’s ADSs and cause any other documentation required by Italian law to be issued by the appropriate entity and (ciii) the manner in which take all such instructions other actions as may be given or deemed given, including instructions to give a discretionary proxy to a person designated by necessary in accordance with Italian law and the Company’s By-laws in order to carry out the instructions contained in the Proxy Card. The Depositary will not charge Holders or Beneficial Owners for taking these actions. The Depositary shall be entitled to rely in good faith on the information contained in a request for Admission Certificate and a Proxy Card without any independent verification. Pursuant to requirements of Italian law, Holders and Beneficial Owners may only vote in one manner for any item upon which votes are cast. Upon receipt of instructions by the Depositary of a Holder on such record date in the manner and properly executed request for Admission Certificate on or before the date established set by the Depositary for such purpose, the Depositary shall endeavor issue or cause to be issued an Admission Certificate authorizing the Beneficial Owner or Holder, as the case may be, to attend the relevant shareholders’ meeting in person, which shall be delivered to the Beneficial Owner or Holder, as the case may be, at least five days prior to such meeting. Upon receipt by the Depositary of a request for Admission Certificate and a Proxy Card, in each case properly executed and delivered to the Depositary, on or before the date set by the Depositary for such purpose, the Depositary shall (a) issue or cause to be issued an Admission Certificate to the Beneficial Owner or Holder, as the case may be, at least five days prior to the relevant shareholders’ meeting and (b) endeavour, insofar as practicable and permitted under the any applicable provisions of or governing Deposited Securities Italian law and the Company’s By-laws, to vote or cause to be voted the Deposited Securities represented by Shares underlying such Receipts in accordance with any non-discretionary instructions set forth in such Proxy Card. The Proxy Cards may provide for the ADSs evidenced by appointment of alternate proxies because Italian law provides that a proxy may vote on behalf of a maximum of two hundred Holders. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Shares underlying such Holder's ADRs Receipts other than in accordance with such instructions. The Depositary and the Company may modify or amend the above voting procedures relating to Deposited Securities or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with mandatory provisions of Italian law and the By-laws of the Company and interpretations thereof. There can be no assurance that such amendments, modifications or additional voting procedures will not itself limit the practical ability of Holders or Beneficial Owners to exercise any voting discretion rights in respect of any Deposited Securities. To the extent such instructions are not so received Shares represented by the Depositary from any HolderADSs. Notwithstanding the foregoing, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by and the Company agree to use reasonable efforts to make and maintain arrangements (in addition to or in substitution of the Depositary shall endeavor insofar as practicable and permitted under the provisions of arrangements described in this paragraph) to enable Holders or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Beneficial Owners to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which underlying their Receipts. When the Company informs the Depositary (and makes its annual accounts available at its offices in connection with a general meeting of shareholders at which a vote will be taken on such accounts, the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions deliver to the Depositary and the Custodian copies of such accounts as well as copies of the annual consolidated financial statements of the Company. Until such meeting, the Depositary will make available copies of such accounts received from the Company for inspection at the office of the Depositary in a timely mannerNew York, the office of the Custodian in Milan, Italy and any other designated transfer offices.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Peruvian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities and Peruvian law (the Depositary having no obligation to interpret Peruvian law) to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Company understands that, as a result, the Depositary may be presenting votes on behalf of some instructing Holders that may be contrary to votes it presents on behalf of other instructing Holders. To the extent not prohibited by Peruvian law, the Company agrees to accept such any and all such votes. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannermanner or that the Depositary will be able to vote as instructed by each Holder to the extent there are any limitations under Peruvian law. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distributing the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Common Stock or other Deposited SecuritiesSecurities or any other meeting of holders of the Company's securities at which holders of Common Stock or other Deposited Securities are entitled to vote, the Depositary shall distribute fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.07 and shall mail or cause to be mailed to the Holders of record a notice stating which shall contain: (a) such information as is contained in such notice of meeting and any solicitation materials, (b) a statement that each Holder the Holders of record at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions of the Cayman Islands lawlaw of the Philippines and of the Amended Articles of Incorporation and the By-Laws of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of shares of Common Stock or other Deposited Securities represented by the their respective ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Companytheir respective ADRs. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Deposited Securities represented by the such ADSs evidenced by such Holder's ADRs ADR in accordance with the instructions set forth in such instructionsrequest. The Depositary will may not itself exercise any voting discretion in respect of over any Deposited SecuritiesCommon Stock. To If the extent such Depositary does not receive instructions are not so received from a Holder on or before the date established by the Depositary from any Holderfor such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and for the Depositary shall endeavor insofar as practicable and permitted under purpose of exercising the provisions of or governing Deposited Securities voting rights, if any, pertaining to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities Common Stock represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, ADRs; provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of holders of SharesCommon Stock will be materially and adversely affected. There is no guarantee that Holders generally or any Holder in particular will receive shall not have, and shall not have the notice described above with sufficient time right to enable such Holder to return any voting instructions instruct the Depositary as to the Depositary in a timely mannerexercise of, any dissenter's rights provided to holders of Common Stock under Philippine law.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall distribute to Holders a notice stating be in the sole discretion of the Depositary, which shall contain (a) such the information as that is contained in such the notice and any solicitation materialsreceived by the Depositary from the Company, (b) a statement that each Holder the Owners as of the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Japanese law and of the Cayman Islands lawArticles of Incorporation of the Company or similar document of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that, if the Depositary does not receive instructions, it may deem instructions to have been given under the last sentence of this paragraph to give a discretionary proxy to a person designated by the Company. Upon receipt the written request of instructions an Owner of a Holder Receipt on such that record date in the manner and date, received on or before the date established by the Depositary for such the purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable and permitted under the provisions of or governing Deposited Securities practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs that Receipt in accordance with such instructionsthe instructions set forth in that request. The Depositary will not itself exercise any voting discretion in So long as Japanese law and the Articles of Incorporation of the Company provide that votes may only be cast with respect to one or more whole Units of any Shares (or other units of other Deposited Securities. To ), the Depositary shall aggregate voting instructions, including instructions deemed given in accordance with the last sentence of this paragraph, to the extent such instructions are the same and vote such whole Units of Shares (or other units of other Deposited Securities) in accordance with the instructions. If after aggregation of all instructions to vote received or deemed received by the Depositary, any portion of the instructions constitutes instructions with respect to less than a whole Unit of Shares (or less than a whole unit of other Deposited Securities), the Depositary shall not so vote or cause to be voted the Shares or other Deposited Securities to which such portion of the instructions or deemed instructions apply. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company made a request to the Depositary as contemplated by the first sentence of this Article 16 and (ii) no instructions are received by the Depositary from any Holderan Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for that purpose, the Depositary shall deem such Holder that Owner to have so instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that that such instruction shall not be deemed to have been given and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to not give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares. Nothing in the Deposit Agreement shall create any obligation on the part of the Company to send, cause to be sent, or arrange for the mailing of, the notice described in the preceding paragraph to any Owner. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, at the request of the Company, mail to Holders (for forwarding to Beneficial Owners) a notice stating (a) containing such information as is contained in such notice and any solicitation materials, (b) stating that each Holder on the record date set by the Depositary therefor willtherefor, subject to any applicable provisions law and the Company's Articles of the Cayman Islands lawAssociation, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs and (c) the manner in which specifying how and when such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable and permitted under applicable law, the Company's Articles of Association and the provisions of or governing Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem not vote the Deposited Securities underlying such Holder's ADRs. Upon the request of a Holder who has not previously given instructions as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holder's ADRs, and subject to compliance with any reasonable regulations the Depositary may establish (which may include the deposit or blocking of transfers of such Holder's ADRs), the Depositary will endeavor to provide such Holder to have so instructed the Depositary to give a discretionary proxy to (or a person designated by such Holder) with the Company and documentation necessary to attend a shareholders' meeting. The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Shares or other Deposited Securities pursuant to this Paragraph (13), it will have on deposit under the Agreement the number of Shares or other Deposited Securities with respect to which it has received voting instruc­tions from Holders. In the event that, on any such date, the number of Shares or other Deposited Securities, as the case may be, on deposit under the Agreement is lower than the number of Shares or other Deposited Securities with respect to which the Depositary has received voting instructions, the Depositary shall endeavor insofar as practicable and permitted under the provisions of vote such Shares or governing other Deposited Securities in accordance with such instructions adjusting the number of securities voted on a pro-rated basis. In order to give Holders a discretionary proxy reasonable opportunity to a person designated instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, the Company, if it will request the Depositary to solicit instructions from Holders, shall give the Depositary notice of any such meeting or solicitation not less than 45 days prior to the meeting date or date for giving such proxies or consents. Subject to the rules of any stock exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the Company, to the extent paracticable prior to the date notified by the Company to vote as the last day for the deposit of Deposited Securities represented by (Hinterlegungstag), a tabulation of the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerreceived from Holders.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall distribute to Holders a notice stating be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and any solicitation materials, (b) a statement that each Holder the Owners as of the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of German law and of the Cayman Islands lawArticles of Association of the Issuer, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt the written request of instructions of a Holder an Owner on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the manner and amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder Owner to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Issuer to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided provided, that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company Issuer does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating containing (a) such information as is contained in such notice and any in the solicitation materials, if any, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable the provisions of the Cayman Islands lawor governing Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders’ Receipts and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs ’s Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary Depositary, the Custodian and any of its or their nominees will not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall will deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to will give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information so inform promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Brazilian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To Each Holder will be deemed to be a non-Brazilian shareholder for the extent purposes of the limitation on the voting rights of non-Brazilian shareholders set forth in the Company’s constitutive documents, unless such instructions are not so received by Holder provides the Depositary from any Holder, and the Company with sufficient evidence to establish that such shareholder is a “Brazilian shareholder” as defined in the Company’s constitutive documents. The Depositary shall deem have no obligation to request or assist in obtaining or providing any such Holder evidence and shall have no obligations to have so instructed Holders or any other person or entity with respect to the Depositary to give a discretionary proxy to a person designated application by the Company and of the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, limitations on voting provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (for in the case of (y) or (z) below) that (x) Company's constitutive documents. Holders and persons holding interests in ADSs are encouraged to read the Company does not wish Company's constitutive documents, and to seek their own legal and financial guidance, to understand such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Sharesvoting limitations. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after Upon actual receipt from by the Company ADR department of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall shall, subject to the second paragraph of this paragraph 12(b) (Voting of Deposited Securities) below, endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. In connection with the foregoing, Holders and beneficial owners of an interest in ADRs should be aware that, as of the date hereof, it is uncertain in Colombia whether a depositary must vote all common shares of a Colombian corporation in an ADR program in the same manner as a single block or may vote them separately. Accordingly, if either the Custodian or the Depositary are not able to vote the Deposited Securities under the Deposit Agreement separately, all such Deposited Securities shall be voted based on the majority vote of the voting instructions timely received from Holders of ADRs evidencing ADSs. In the case of such single block voting, all Holders of ADRs, including Holders of ADRs for which no voting instructions are timely received and Holders of ADRs evidencing ADSs representing Deposited Securities with voting instructions contrary to the voting instructions of a majority of the Deposited Securities timely received, acknowledge, consent and agree that the Deposited Securities shall all be voted as a single block and that the voting instructions of such Holders of ADRs will be deemed given in accordance with this paragraph. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Holders will be solely responsible for any exercise of the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions voting rights of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by if such Holder's ADRs vote is made pursuant to the procedures described herein. Holders are strongly encouraged to forward their voting instructions as to which soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions are so givennotwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, provided that no N.A., as Depositary, prior to such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannertime.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesSecurity. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given. If any requirement of Chilean law, of the estatutos of the Company, or of any securities exchange on which Shares, other Deposited Securities, ADRs or the ADSs evidenced thereby are listed does not permit the Depositary to vote (or to vote on any particular matter) in accordance with instructions received from Holders or in accordance with a deemed discretionary proxy, the Depositary shall vote the Shares or other Deposited Securities as required by such law, estatutos or securities exchange, or, if no manner of voting is so required, in a manner permitted thereby that the Depositary determines in its sole discretion (following consultation with the Company) to most fairly give effect to the instructions received with respect to such vote. Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction or exercise any such discretion unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of counsel to the Company acceptable to the Depositary, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Republic of Chile, (yii) substantial opposition exists the granting of such proxy will not result in a violation of Chilean law, rule, regulation or permit and (ziii) materially affects the rights of holders of Sharesvoting arrangement and proxy as contemplated herein will be given effect under Chilean law. There If after the date such opinion is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions delivered to the Depositary the Company is advised by counsel that there has occurred a change in a timely mannerChilean law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such discretionary proxy. The Company agrees to direct its counsel to inform it of any such changes in Chilean law and shall be responsible for its failure to so inform.

Voting of Deposited Securities. As soon as practicable after OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY RECEIPTS WILL NOT BE ENTITLED TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF VOTING RIGHTS ASSOCIATED WITH THE SHARES REPRESENTED BY THE RECEIPTS. THE FOLLOWING PROVISIONS WILL APPLY ONLY IN THE EVENT A CHANGE OF TURKISH LAW PERMITS THE DEPOSITARY AND AMERICAN DEPOSITARY SHARE OWNERS TO EXERCISE SUCH VOTING RIGHTS WITHOUT REGISTRATION. THE DEPOSITARY IS UNDER NO OBLIGATION TO EFFECT SUCH REGISTRATION. At any time that the Depositary has the right to vote the Deposited Securities represented by the American Depositary Shares, the Depositary will comply with the following provisions. Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute will, if requested in writing by the Company, as soon as practicable thereafter, mail to Holders the Owners a notice, the form of which notice stating will be subject to the reasonable discretion of the Depositary, which will contain (a) such information as is contained in such notice and any solicitation materialsof meeting received by the Depositary from the Company, (b) a statement that each Holder the Owners as of the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provision of Turkish law and of the Articles of the Company and the provisions of the Cayman Islands lawDeposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs their respective American Depositary Shares evidenced by such Holder's ADRs Owners’ Receipts and (c) a statement as to the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt the written request of instructions of a Holder an Owner on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar will endeavor, in so far as practicable and permitted under applicable laws and the provisions of or governing the Articles of the Company and the provisions of the Deposited Securities Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities the right to receive which is represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Owner’s Receipt in accordance with the nondiscretionary instructions. The Depositary shall not, and the Depositary shall ensure that each Custodian or any of its nominees shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities other than in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent instructions from such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerOwner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem take such Holder to have so instructed action as is necessary, upon the Depositary to give a discretionary proxy to a person designated by written request of the Company and subject to applicable law, and the terms and conditions of the Deposited Securities, to cause such underlying Shares to be counted for the purposes of satisfying applicable quorum requirements; provided, however that, except to the extent Holders and beneficial owners of ADSs have been given at least 30 days to provide the Depositary with voting instructions, the Shares shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are not be so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given counted with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (zy) materially affects the rights of holders of Shares. For purposes hereof, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of de minimis amounts of securities (i.e. issuances of Shares which, based on the number of Shares issued and outstanding prior to giving effect to such issuance, represents less than ten percent of the then outstanding Shares), would not materially affect the rights of holders of Shares. There is can be no guarantee assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after Upon receipt by the Depositary from the Company of notice an English translation of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities(i) the Company Notice and (ii) the Japanese Voting Card, the Depositary shall distribute shall, as soon as practicable thereafter, but only upon the timely receipt of such materials in each case, mail to Holders each Holder of a notice stating Receipt as of the ADS Record Date established for such purpose (a) such information as is contained in such notice and any solicitation materialsa copy of the Company Notice together with the Japanese Voting Card, (b) the Voting Instructions Card and (c) a Depositary's Notice of the Shareholders' Meeting stating, inter alia, that each Holder on the record date set by Holders of Receipts as of the Depositary therefor willADS Record Date established for such purpose will be entitled, subject to any applicable provisions of law and of the Cayman Islands lawArticles of Incorporation and Share Handling Regulations of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their American Depositary Shares, and (c) describing the manner in which such instructions may be given or deemed givento the Depositary, including an express indication that in the absence of any instructions from the Holder of a Receipt, such Holder shall be deemed to give have authorized and instructed the Depositary to allow the Shares or other Deposited Securities represented by such Receipt to be voted in the manner unvoted Shares are contemplated to be voted in the Japanese Voting Card. The Company undertakes to deliver to the Depositary the English translations of the Company Notice and the Japanese Voting Card on a discretionary proxy timely basis. The Company agrees that, notwithstanding anything else contained in the Deposit Agreement, it shall not knowingly allow any Shares held under the terms of the Deposit Agreement to a person designated by the Company. Upon receipt of be voted without specific instructions of a Holder on such record date in if the manner and on or before Company shall not have provided the date established by Company Notice together with the Japanese Voting Card to the Depositary for such purposedistribution to Holders on a timely basis. Upon the timely delivery to the Depositary by a Holder of a Receipt of a duly completed Voting Instructions Card, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs Receipt(s) in accordance with the instructions set forth in such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesVoting Instructions Card. To the extent such instructions are the aggregate of the American Depositary Shares voted for and against a proposal do not so received constitute integral multiples of a Unit, the remainders in excess of the highest integral multiple of a Unit will be disregarded. In the absence of timely delivery to the Depositary of a Voting Instructions Card by the Depositary from any HolderHolder of a Receipt, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so authorized and instructed the Depositary to give a discretionary proxy to a person designated by allow the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of Shares or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as Receipt to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (voted in the case of (y) or (z) below) that (x) manner unvoted Shares are contemplated to be voted in the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of SharesJapanese Voting Card. There is can be no guarantee assurance that Holders generally or any Holder in particular will receive the notice described above Notice of Shareholders' Meeting and the Voting Instructions Card with sufficient time to enable such the Holder to return any voting instructions the Voting Instructions Card to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. To the extent such instructions voting instruction cards are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) belowwriting when and if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive Shares and (ii) unless, with respect to such meeting, the notice described above Depositary has been provided with sufficient time to enable such Holder to return any voting instructions an opinion of counsel to the Company, in fore and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands, (b) the granting of such proxy will not result in a timely mannerviolation of Cayman Island law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Island law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the ADSs being considered assets of the Depositary under Cayman Island law.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to the Holders a notice stating containing (a) such information as is contained in such notice and any in the solicitation materials, if any, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to the provisions of or governing the Deposited Securities and to any applicable provisions provision of Chilean law and of the Cayman Islands lawEstatutos of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders' Receipts and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the next to the last sentence of this paragraph (14) if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions the written request of a Holder on such record date in date, actually received by the manner and ADR Department of the Depositary on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary will not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall will deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to will give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information so inform promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There If any requirement of Chilean law, of the Estatutos of the Company, or of any securities exchange on which Shares, other Deposited Securities, Receipts or the American Depositary Shares evidenced thereby are listed does not permit the Depositary to vote (or to vote on any particular matter) in accordance with instructions received from Holders or in accordance with a deemed discretionary proxy, the Depositary shall vote the Shares or other Deposited Securities as required by such law, Estatutos or securities exchange, or, if no manner of voting is no guarantee so required, in a manner permitted thereby that Holders generally or any Holder the Depositary determines in particular will receive its sole discretion (following consultation with the notice described above with sufficient time Company) to enable such Holder to return any voting instructions most fairly give effect to the Depositary in a timely mannerinstructions received with respect to such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Stock or other Deposited Securities, but only if requested to do so in writing by the Company, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Japanese law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under applicable law and the provisions of the Articles of Incorporation and Share Handling Regulations of the Company and the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To Subject to the extent such next paragraph, if no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided provided, that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of SharesStock. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to Neither the Depositary in a timely mannernor its agents are responsible for the effect of any vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice pursuant to Section 5.08 of the Deposit Agreement of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights, if any, as provided in paragraph (15) and shall mail to the Holders of record a notice stating which shall contain: (a) such information as is contained in such notice of meeting and any solicitation materials, (b) a statement that each Holder the Holders of record at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to the terms of this paragraph, any applicable provisions of Mexican law and of the Cayman Islands lawEstatutos Sociales of the Company (which provisions, if any, shall be entitled summarized in pertinent part), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Deposited Securities represented by the ADSs their respective American Depositary Shares evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Companythis Receipt. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or grant a discretionary proxy to a person designated by the Company to vote) the number of Deposited Securities represented by such American Depositary Shares evidenced by this Receipt in accordance with the instructions set forth in such request. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote the Shares or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs a Receipt other than in accordance with such instructionsinstructions from the Holder or as provided below. The Depositary will may not itself exercise any voting discretion in respect of over any Deposited SecuritiesShares. To If the extent such Depositary does not receive instructions are not so received from a Holder on or before the date established by the Depositary from any Holderfor such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenunderlying Shares, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy to be given, (yii) substantial opposition exists or (ziii) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular Shares will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerbe materially and adversely affected.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, , the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such HolderXxxxxx's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such HolderXxxxxx's ADRs in accordance with such instructions. The Depositary will shall not itself vote or attempt to exercise any voting discretion in respect of any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. To Deposited Securities underlying ADSs for which no voting instructions have been received from Holders shall not be counted as being present for the extent such instructions are not so received by calculation of a quorum at any meeting of the Depositary from any HolderCompany. At the request of the Company, the Depositary shall deem deliver, at least two business days prior to the date of such Holder to have so instructed meeting, a schedule of all instructions received from Holders in accordance with which the Depositary will vote or cause to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote be voted, the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as at such meeting and corresponding information indicating the number of copies of instructions to which such instructions are so given, provided be delivered and the period of time that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs is required by the Depositary (to furnish copies of all such information and the Company and the Depositary will agree upon a schedule for such delivery and the costs to be paid therefor by the Company. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary). The Company agrees to provide make the notice and any solicitation material for any such information promptly meeting available to Beneficial Owners in writing) or a timely manner, and in any event no less than 28 days prior to the Depositary reasonably believes (in date of the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights relevant meeting of holders of Shares. There is no guarantee that Holders generally or any Holder , in particular will receive the notice described above with sufficient time order to enable allow such Holder Beneficial Owners to return any provide voting instructions to the relevant Holder. For the avoidance of doubt, it is agreed that the Company shall bear the sole responsibility for distributing any notices and solicitation materials to Beneficial Owners pursuant to the foregoing procedures, and the Depositary shall assist the Company in conducting such distribution and shall not be liable for the failure of the Company to do so or to do so in a timely manner. The Company and the Depositary agree to cooperate with each other in connection with the voting procedures described in this paragraph (13).

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders Holders of Shares or other Deposited Securities, the Depositary shall distribute mail to the Holders a notice stating containing (a) such information as is contained in such notice and any solicitation materialsnotice, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable the provisions of the Cayman Islands lawor governing Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders’ Receipts, and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this Section if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Board of Directors of the Company to vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs ’s Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary will shall not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Board of Directors of the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, Securities; provided that (i) no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Board of Directors of the Company informs the Depositary (and the Board of Directors of the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Board of Directors of the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that , and (ii) such discretionary proxy shall be given only if such notice to Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions indicated, to the Depositary extent practicable, the manner in a timely mannerwhich such designated person will vote such proxy.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating containing (a) such information as is contained in such notice and any in the solicitation materials, if any, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to the provisions of or governing Deposited Securities (including, without limitation, any applicable provisions provision of Chilean law and of the Cayman Islands lawEstatutos of the Company), be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders’ Receipts, and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the next to the last sentence of this Section if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions the written request of a Holder on such record date in date, actually received by the manner and ADR Department of the Depositary on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs ’s Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary will shall not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There If any requirement of Chilean law, of the Estatutos of the Company, or of any securities exchange on which Shares, other Deposited Securities, Receipts or the American Depositary Shares evidenced thereby are listed does not permit the Depositary to vote (or to vote on any particular matter) in accordance with instructions received from Holders or in accordance with a deemed discretionary proxy, the Depositary shall vote the Shares or other Deposited Securities as required by such law, Estatutos or securities exchange, or, if no manner of voting is no guarantee so required, in a manner permitted thereby that Holders generally or any Holder the Depositary determines in particular will receive its sole discretion (following consultation with the notice described above with sufficient time Company) to enable such Holder to return any voting instructions most fairly give effect to the Depositary in a timely mannerinstructions received with respect to such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of the Class B Shares or Triton Delaware Preferred Stock which are a part of the Shares or any other Deposited Securities, the Depositary shall distribute mail to the Holders a notice stating containing (a) such information as is contained in such notice of meeting or solicitation, and any solicitation materials, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable of the provisions of law and the Cayman Islands lawprovisions of or governing Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the such Class B Shares, Triton Delaware Preferred Stock or other Deposited Securities represented by the ADSs Depositary Shares evidenced by such Holder's ADRs and (c) the manner in which such Holders' Receipts, including an express indication that instructions may be given or deemed given, including instructions to the Depositary to give a discretionary proxy to a person designated by the Companyapplicable Issuer, (c) a statement as to the manner in which such instructions may be given and (d) if applicable, a statement of the procedures to be followed to permit the Holder to attend any meeting in person and exercise voting and other powers available to holders of such Class B Shares, Triton Delaware Preferred Stock or any other Deposited Securities. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under any applicable provisions of law and the provisions of or governing Deposited Securities to vote or cause to be voted the such Class B Shares, Triton Delaware Preferred Stock or other Deposited Securities represented by the ADSs Depositary Shares evidenced by such Holder's ADRs Receipts in accordance with any nondiscretionary instructions set forth in such instructionsrequest. The Depositary will shall not itself exercise vote any voting discretion Class B Shares, Triton Delaware Preferred Stock or other Deposited Securities except in respect of any Deposited Securities. To the extent such accordance with written instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary Holders entitled hereunder to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerinstructions.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands lawlaws, rules and regulations of Japan, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, Securities the Depositary shall distribute at its expense, mail to the Registered Holders of Receipts a notice stating which shall contain (a) such information as is contained in such notice and any solicitation materialsof meeting, (b) a statement that each Holder such Registered Holders of Receipts at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Indian law, of the Cayman Islands lawDeposited Securities or of the Memorandum and Articles of Association of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given or deemed given, including an express indication that the Depositary shall notify such instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder and (d) a statement that if the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the CompanyCompany to vote such Deposited Securities. Upon receipt of instructions the written request of a Registered Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of or law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of Section 4.07 of the Deposit Agreement, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however. that prior to any demand of a poll or request to demand poll by the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs a Receipt other than in accordance with such instructionsinstructions from the Registered Holder, or as provided below. The Depositary will may not itself exercise any voting discretion in over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of any the Deposited Securities. To Securities represented by the extent American Depositary Shares evidenced by such instructions are not so received Registered Holder's Receipts on or before the date established by the Depositary from any Holderfor such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Holder Registered Holder, to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, Securities; provided that (x) no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any .any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) materially affects the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. There is no guarantee that Shares which have been withdrawn from the depositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders generally or any Holder who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in particular will receive the notice described above with sufficient time to enable such Holder vote at the meeting. The directors of the Company may decline to return any voting instructions to register the Depositary in a timely mannertransfer of Shares on certain grounds.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, at the request of the Company, the Depositary shall distribute mail to Holders a notice stating containing (a) such information as is contained in such notice and any in the solicitation materials, if any, (b) a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable the provisions of the Cayman Islands lawor governing Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Holders' Receipts, and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this Section if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions the written request of a Holder on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts in accordance with any instructions set forth in such instructionsrequest. The Depositary will shall not itself exercise any voting discretion in respect of over any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.provide

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions voting instruction cards are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such deemed instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) belowwriting when and if applicable) that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists with respect to any agenda item for which the proxy would be given or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive Shares and (ii) unless, with respect to such meeting, the notice described above Depositary has been provided with sufficient time to enable such Holder to return any voting instructions an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands, (b) the granting of such proxy will not result in a timely mannerviolation of Cayman Island law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Island law upon a discretionary proxy being granted in the manner as aforesaid, and (d) the granting of such discretionary proxy alone will not result in the Shares represented by the ADSs being considered subject to attachment or appropriation by creditors of the Custodian or the Depositary under Cayman Island law, to the extent Cayman Island law is relevant.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor willwill be entitled to instruct, subject to any applicable provisions of Brazilian law and the Cayman Islands lawCompany’s estatuto social, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including express instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to expressly grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall, if requested by the Company by written notice (which notice shall be accompanied by the opinion mentioned below) deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a timely mannerviolation of Brazilian law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law, and (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Brazilian law and, the Depositary will not be subject to any liability under Brazilian law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12).

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall, as promptly as practicable, mail to Owners a notice, which shall distribute to Holders a notice stating contain (a) such information as is contained in such notice and any solicitation materials, (b) a statement that each Holder Beneficial Owner on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs and (c) a statement as to the manner in which such instructions may be given, including instructions to give the discretionary proxy to the independent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the “Independent Representative”). Upon receipt of (i) instructions of a Beneficial Owner on such record date in the manner and on or before the date established by the Depositary for such purpose (the “Instruction Date”) and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as practicable and permitted under the provisions governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to the Independent Representative to vote, if so designated by a Beneficial Owner) the Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs in accordance with such instructions. In the event that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) Beneficial Owner’s ADRs, the manner in which voting rights pertaining to such instructions may Deposited Securities will be given or deemed given, including instructions to give a discretionary proxy to a person designated exercised by the Company. Upon receipt Independent Representative in favor of instructions all motions of a Holder on such record date in the manner and on or before Board of Directors of the date established by Company at the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsmeeting. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Company shall only deem the extent persons entered in the Company’s Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Deposited Securities in respect thereof) wishes to be entered in the Share register of the Company, such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by Share transferee must file with the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to completed application (in a person designated form provided by the Company to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not vote at general meetings of the Company. All voting rights with respect to the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Company. The Company reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs so as to which permit the Company to re-register such instructions are so givenwithdrawn Deposited Securities as Shares without voting rights. In addition, provided pursuant to the terms of the Articles of Incorporation of the Company, in the event that no any person or other entity acquiring Shares does not expressly declare that he holds such instruction shall Shares in his own name and for his own account as beneficial owner and not as trustee or otherwise for any third party, (such person or entity hereinafter referred to as a “Nominee”), such Nominee will be deemed given and no discretionary proxy shall be given registered in the Share register of the Company withoutas a shareholder with voting rights with respect to any matter as such Shares. The Company has agreed to which the Company informs exempt the Depositary (and the Company agrees Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to provide such information promptly in writing) or the Depositary reasonably believes 5% (in the case aggregate) in respect of Deposited Securities held in connection with the Company’s ADR program, subject to compliance with Sections 3.1, 3.4 and 3.5 of the Deposit Agreement and Articles 6 and 23 of this Receipt without further inquiry up to a maximum of 5% of the nominal share capital of the Company. Over such 5% limit, the Company’s Board of Directors is authorized to register such Nominee as a shareholder with voting rights only if the respective Nominee discloses the name, address and the shareholdings of the persons for whose account he holds 0.5% or more of the nominal share capital of the Company. The Company’s Board of Directors may enter into agreements with any such Nominee with regard to disclosure requirements, the representation of such Shares, and the exercise of the respective voting rights. The Company has the right not to recognize votes of (ya) or (z) below) that (x) Deposited Securities by the Company does not wish such proxy givenDepositary in excess of the five percent limitation, (yb) substantial opposition exists Deposited Securities or other Company Shares by any Owner in excess of the one half of one percent limitation and/or (zc) materially affects any Owner or other person holding an interest in an ADR not complying with the rights disclosure obligations of holders Sections 3.1, 3.4 and 3.5 of Sharesthe Deposit Agreement and Articles 6 and 23 of this Receipt. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon as practicable after Upon receipt by the Depositary from the Company of notice an English translation of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities(i) the Company Notice and (ii) the Japanese Voting Card, the Depositary shall distribute shall, as soon as practicable thereafter, but only upon the timely receipt of such materials in each case, mail to Holders each Holder of a notice stating Receipt as of the ADS Record Date established for such purpose (a) such information as is contained in such notice and any solicitation materialsa copy of the Company Notice together with the Japanese Voting Card, (b) the Voting Instructions Card and (c) a Depositary’s Notice of the Shareholders’ Meeting stating, inter alia, that each Holder on the record date set by Holders of Receipts as of the Depositary therefor willADS Record Date established for such purpose will be entitled, subject to any applicable provisions of law and of the Cayman Islands lawArticles of Incorporation and Share Handling Regulations of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their American Depositary Shares, and (c) describing the manner in which such instructions may be given or deemed givento the Depositary, including an express indication that in the absence of any instructions from the Holder of a Receipt, such Holder shall be deemed to give have authorized and instructed the Depositary to allow the Shares or other Deposited Securities represented by such Receipt to be voted in the manner unvoted Shares are contemplated to be voted in the Japanese Voting Card. The Company undertakes to deliver to the Depositary the English translations of the Company Notice and the Japanese Voting Card on a discretionary proxy timely basis. The Company agrees that, notwithstanding anything else contained in the Deposit Agreement, it shall not knowingly allow any Shares held under the terms of the Deposit Agreement to a person designated by the Company. Upon receipt of be voted without specific instructions of a Holder on such record date in if the manner and on or before Company shall not have provided the date established by Company Notice together with the Japanese Voting Card to the Depositary for such purposedistribution to Holders on a timely basis. Upon the timely delivery to the Depositary by a Holder of a Receipt of a duly completed Voting Instructions Card, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs Receipt(s) in accordance with the instructions set forth in such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesVoting Instructions Card. To the extent such instructions are the aggregate of the American Depositary Shares voted for and against a proposal do not so received constitute integral multiples of a Unit, the remainders in excess of the highest integral multiple of a Unit will be disregarded. In the absence of timely delivery to the Depositary of a Voting Instructions Card by the Depositary from any HolderHolder of a Receipt, such Holder shall be deemed, and the Depositary shall deem such Holder Holder, to have so authorized and instructed the Depositary to give a discretionary proxy to a person designated by allow the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of Shares or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as Receipt to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (voted in the case of (y) or (z) below) that (x) manner unvoted Shares are contemplated to be voted in the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of SharesJapanese Voting Card. There is can be no guarantee assurance that Holders generally or any Holder in particular will receive the notice described above Notice of Shareholders’ Meeting and the Voting Instructions Card with sufficient time to enable such the Holder to return any voting instructions the Voting Instructions Card to the Depositary in a timely manner.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, at the request of the Company, mail to Holders (for forwarding to Beneficial Owners) a notice stating (a) containing such information as is contained in such notice and any solicitation materials, (b) stating that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions law and the Company's Articles of the Cayman Islands lawAssociation, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs and (c) the manner in which specifying how and when such instructions may be given or deemed given, including instructions an express indication that if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable and permitted under applicable law, the Company's Articles of Association and the provisions of or governing Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs in accordance with such instructions or deemed instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such If no instructions are not so received by the Depositary from any Holder with respect to any of the Deposited Securities underlying such Holder's ADRs on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so givenSecurities, provided provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There is no guarantee that Holders generally Upon the request of a Holder who has not previously given instructions as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holder's ADRs, and subject to compliance with any reasonable regulations the Depositary may establish (which may include the deposit or any Holder in particular blocking of transfers of such Holder's ADRs), the Depositary will receive the notice described above with sufficient time endeavor to enable provide such Holder (or a person designated by such Holder) with the documentation necessary to return attend a shareholders' meeting. The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Shares or other Deposited Securities pursuant to this Paragraph (13), it will have on deposit under the Agreement the number of Shares or other Deposited Securities with respect to which it has received voting instructions from Holders. In the event that, on any such date, the number of Shares or other Deposited Securities, as the case may be, on deposit under the Agreement is lower than the number of Shares or other Deposited Securities with respect to which the Depositary has received voting instructions, the Depositary shall vote such Shares or other Deposited Securities in accordance with such instructions adjusting the number of securities voted on a timely mannerpro-rata basis.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the laws of the Cayman Islands lawIslands, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by Holders of ADSs.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesSecurity. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given. If any requirement of Chilean law, of the estatutos of the Company, or of any securities exchange on which Shares, other Deposited Securities, ADRs or the ADSs evidenced thereby are listed does not permit the Depositary to vote (or to vote on any particular matter) in accordance with instructions received from Holders or in accordance with a deemed discretionary proxy, the Depositary shall vote the Shares or other Deposited Securities as required by such law, estatutos or securities exchange, or, if no manner of voting is so required, in a manner permitted thereby that the Depositary determines in its sole discretion (following consultation with the Company) to most fairly give effect to the instructions received with respect to such vote. Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction or exercise any such discretion unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of counsel to the Company acceptable to the Depositary, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Republic of Chile, (yii) substantial opposition exists the granting of such proxy will not result in a violation of Chilean law, rule, regulation or permit and (ziii) materially affects the rights of holders of Sharesvoting arrangement and proxy as contemplated herein will be given effect under Chilean law. There If after the date such opinion is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions delivered to the Depositary the Company is advised by counsel that there has occurred a change in a timely mannerChilean law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such discretionary proxy. The Company agrees to direct its counsel to inform it of any such changes in Chilean law and shall be responsible for its failure to so inform.

Voting of Deposited Securities. (a) As soon as practicable after receipt from the Company of Trust receives notice of any meeting or solicitation of proxies or consents or proxies of holders of Shares PPNs or other Deposited Securities, the Depositary Grantor Trust Trustee or its designee (as applicable) shall distribute mail to Holders the Owners a notice, the form of which notice stating must contain (a) such the information as that is contained in such the notice and any solicitation materialsreceived by the Trust, (b) a statement that each Holder the Owners as of the close of business on the record date set by the Depositary therefor willRecord Date will be entitled, subject to any applicable provision of Cayman Islands law and the provisions of or governing the Cayman Islands lawDeposited Securities, be entitled to instruct the Depositary Grantor Trust Trustee or its designee (as applicable) as to the exercise of the voting rights, if any, pertaining to the amount of PPNs or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs Securities, and (c) a statement as to the manner in which such instructions may be given or deemed given, including instructions an express indication that if no instruction is received, the Grantor Trust Trustee or its designee (as applicable) may deem such Owner to have instructed the Grantor Trust Trustee or its designee (as applicable) to give a discretionary proxy to a person Person designated by the CompanyTrust with respect to such Deposited Securities. Upon receipt the written request of instructions an Owner of a Holder Grantor Trust Certificates on such record date in the manner and Record Date, received on or before the date established by the Depositary Grantor Trust Trustee or its designee (as applicable) for such purposethe purpose (the “Instruction Date”), the Depositary Grantor Trust Trustee or its designee (as applicable) shall endeavor endeavor, insofar as practicable and permitted under the provisions of or governing Deposited Securities practicable, to vote or cause to be voted the amount of PPNs or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsthe instructions set forth in that request. The Depositary will Grantor Trust Trustee or its designee (as applicable) shall not itself vote or attempt to exercise any voting discretion the right to vote that attaches to Deposited Securities other than in respect accordance with instructions received from Owners or as provided in the following sentence. If (i) the Trust made a request to the Grantor Trust Trustee or its designee (as applicable) as contemplated by the first sentence of any Deposited Securities. To the extent such paragraph (a) of this Section 5.7 and complied with paragraph (c) of this Section 5.7, and (ii) no instructions are not so received by the Depositary Grantor Trust Trustee or its designee (as applicable) from any Holderan Owner with respect to an amount of Grantor Trust Certificates on or before the Instruction Date, the Depositary Grantor Trust Trustee or its designee (as applicable) shall deem such Holder that Owner to have so instructed the Depositary Grantor Trust Trustee or its designee (as applicable) to give give, and the Grantor Trust Trustee or its designee (as applicable) shall give, a discretionary proxy to a person Person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions Trust with respect to that amount of or governing Deposited Securities to vote that amount of Deposited Securities in favor of any proposals or recommendations of the Trust (including any recommendation by the Trust to vote Deposited Securities on any issue in accordance with the majority holders of PPNs’ vote on that issue) as determined by the appointed proxy; except that such instruction shall not be deemed to have been given and the Grantor Trust Trustee or its designee (as applicable) shall not give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company Trust informs the Depositary Grantor Trust Trustee or its designee (as applicable) (and the Company Trust agrees to provide such that information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below, if applicable) that (x) the Company Trust does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists exists, or (z) the matter materially and adversely affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerPPNs.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Belgian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company Issuer of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders Owners a notice stating notice, which shall contain (a) such information as is contained in such notice and any solicitation materials, (b) a statement that each Holder Beneficial Owner on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs and (c) a statement as to the manner in which such instructions may be given, including instructions to give the discretionary proxy to the independent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the “Independent Representative”). Upon receipt of (i) instructions of a Beneficial Owner on such record date in the manner and on or before the date established by the Depositary for such purpose (the “Instruction Date”) and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as practicable and permitted under the provisions governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to the Independent Representative to vote, if so designated by a Beneficial Owner) the Deposited Securities represented by the ADSs evidenced by such Beneficial Owner’s ADRs in accordance with such instructions. In the event that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) Beneficial Owner’s ADRs, the manner in which voting rights pertaining to such instructions may Deposited Securities will be given or deemed given, including instructions to give a discretionary proxy to a person designated exercised by the Company. Upon receipt Independent Representative in favor of instructions all motions of a Holder on such record date in the manner and on or before Board of Directors of the date established by Issuer at the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsmeeting. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Issuer shall only deem the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (persons entered in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of Issuer’s Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Deposited Securities in respect thereof) wishes to be entered in the Share register of the Issuer, such Share transferee must file with the Issuer a completed application (in a form provided by the Issuer to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not vote at general meetings of the Issuer. All voting rights with respect to the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Issuer. The Issuer reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities so as to permit the Issuer to re-register such withdrawn Deposited Securities as Shares without voting rights. In addition, pursuant to the terms of the Articles of Incorporation of the Issuer, in the event that any person or other entity acquiring Shares does not expressly declare that he holds such Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be registered in the Share register of the Issuer without voting rights with respect to such Shares. The Issuer has agreed to exempt the Depositary and the Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to 6% (in the aggregate) in respect of Deposited Securities held in connection with the Issuer’s ADR program, subject to compliance with Sections 3.1 and 3.4 hereof. The Issuer has the right not to recognize votes of (a) Deposited Securities by the Depositary in excess of the six percent limitation, (b) Deposited Securities or other Issuer Shares by any Owner in excess of the one half of one percent limitation and/or (c) any Owner or other person holding an interest in an ADR not complying with the disclosure obligations of Sections 3.1 or 3.4 hereof. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph.

Voting of Deposited Securities. As soon as as, and if, practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands Russian law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated . Upon actual receipt by the Company. Upon receipt ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ’s ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities., and shall not vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs except pursuant to and in accordance with instructions from Holders. To the extent such Deposited Securities represented by ADRs for which no specific voting instructions are not so received by the Depositary from any Holder, the Depositary Holder shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall not be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Sharesvoted. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. The Company shall bear the sole responsibility for distributing any notices and solicitation materials to holders of interests in ADSs pursuant to the foregoing procedures, and the Depositary shall assist the Company in conducting such distribution and shall not be liable for the failure of the Company to do so or to do so in a timely manner. The Company and the Depositary agree to cooperate with each other in connection with the voting procedures described in this paragraph (12).

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, as soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law and the Cayman Islands lawCompany's Articles of Incorporation, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsinstructions and subject to the rules on limitation on voting rights of certain shareholders provided for in the Company's Articles of Incorporation. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To Each Holder will be deemed to be a non-Brazilian shareholder for the extent purposes of the limitation on the voting rights of non-Brazilian shareholders set forth in the Company's Articles of Incorporation, unless such instructions are not so received by Holder provides the Depositary from any Holder, and the Company with sufficient evidence to establish that such shareholder is a "Brazilian shareholder" as defined in the Company's Articles of Incorporation. The Depositary shall deem have no obligation to request or assist in obtaining or providing any such Holder evidence and shall have no obligations to have so instructed Holders or any other person or entity with respect to the Depositary to give a discretionary proxy to a person designated application by the Company and of the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, limitations on voting provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (for in the case Company's Articles of (y) or (z) below) that (x) Incorporation. Holders and persons holding interests in ADSs are encouraged to read the Company does not wish Company's Articles of Incorporation, and to seek their own legal and financial guidance, to understand such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Sharesvoting limitations. J.X. Xxxxxx There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, subject to applicable law and, the Company's Articles of Association, mail to Holders (for forwarding to beneficial owners) a notice stating (the "Notice") (a) containing such information as is contained in such the notice and any or solicitation materialssent by the Company to the Depositary, (b) stating that each Holder on the record date set by the Depositary therefor will, pursuant to Article (14) hereof will be entitled subject to any all applicable provisions of the Cayman Islands law, be entitled including any laws of Germany, the Articles of Association of the Company and this Deposit Agreement, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the whole number of Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs American Depositary Shares, and (c) specifying the manner in which such instructions may be given given, including an express indication that, if no instructions are received by the Depositary in the manner and on or before the date established by the Depositary for such purpose, instructions may be deemed given, including instructions in accordance with the last sentence of this paragraph, to the Depositary to give a discretionary proxy to a person designated by the Company to vote in favor of the recommendations made by the Company's Management Board. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under applicable law, the Company's Articles of Association and the provisions of or governing Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs American Depositary Shares in accordance with such instructions. The Upon the request of a Holder who has not previously given instructions to the Depositary after receipt of the Notice as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holder's American Depositary Shares, and subject to compliance with any reasonable regulations the Depositary may establish, the Depositary will not itself exercise any voting discretion in respect endeavor to provide such Holder (or a person designated by such Holder) with the documentation necessary to attend a meeting of any holders of Deposited Securities. To the extent The Depositary shall not vote or cause to be voted Deposited Securities other than in accordance with such instructions received from Holders of American Depositary Shares or deemed to have been received from such Holders in accordance with the last sentence of this paragraph. If no instructions are not so received by the Depositary from any a Holder with respect to some or all of the Deposited Securities underlying such Holder's American Depositary Shares in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities to vote in favor of the recommendations made by the Company's Management Board, and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented in favor of the recommendations made by the ADSs evidenced by such HolderCompany's ADRs as to which such instructions are so givenManagement Board, provided provided, that no such instruction shall be deemed given and no discretionary or proxy shall be given (or deemed to be given) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as reasonably practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There is no guarantee that Holders generally or any Nothing in the Deposit Agreement shall be construed to grant to a Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting rights with respect to Deposited Securities to which, by their terms, voting rights do not otherwise attach. Notwithstanding the above, save for applicable provisions of German law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Depositary Deposited Securities or the manner in a timely mannerwhich such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands French law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy (such as a “procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code) to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities Securities, any applicable provisions of French law and the statuts of the Company to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions voting instruction are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of SharesShares and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of French counsel to the Company that is in form and substance satisfactory to the Depositary. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. According to French company law, voting rights may not be exercised in respect of fractional shares. Under French company law, shareholders at ordinary and extraordinary shareholders' meetings may, subject to certain conditions, modify the resolutions presented by the Board of Directors to the shareholders for their approval. In such case, Holders who have given a discretionary proxy (“procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code) to vote on such resolutions shall be deemed to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given instructions to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary and the Company may revise the voting procedures set forth in this paragraph (12) as they deem necessary or advisable in order to comply with applicable law, the statuts of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above and shall not be considered an amendment to the Deposit Agreement or the ADR.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall distribute to Holders a notice stating be in the sole discretion of the Depositary, which shall contain (a) such the information as that is contained in such the notice and any solicitation materialsreceived by the Depositary from the Company, (b) a statement that each Holder the Owners as of the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Japanese law and of the Cayman Islands lawArticles of Incorporation of the Company or similar document of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADRs their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given or deemed given, including an express indication that, if the Depositary does not receive instructions, it may deem instructions to have been given under the last sentence of this paragraph to give a discretionary proxy to a person designated by the Company. Upon receipt the written request of instructions an Owner of a Holder Receipt on such that record date in the manner and date, received on or before the date established by the Depositary for such the purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable and permitted under the provisions of or governing Deposited Securities practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs that Receipt in accordance with such instructionsthe instructions set forth in that request. The Depositary will not itself exercise any voting discretion in So long as Japanese law and the Articles of Incorporation of the Company provide that votes may only be cast with respect to one or more whole Units of any Shares (or other units of other Deposited Securities. To ), the Depositary shall aggregate voting instructions, including instructions deemed given in accordance with the last sentence of this paragraph, to the extent such instructions are the same and vote such whole Units of Shares (or other units of other Deposited Securities) in accordance with the instructions. If after aggregation of all instructions to vote received or deemed received by the Depositary, any portion of the instructions constitutes instructions with respect to less than a whole Unit of Shares (or less than a whole unit of other Deposited Securities), the Depositary shall not so vote or cause to be voted the Shares or other Deposited Securities to which such portion of the instructions or deemed instructions apply. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company made a request to the Depositary as contemplated by the first sentence of this Article 16 and complied with the following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from any Holderan Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner's Receipts on or before the date established by the Depositary for that purpose, the Depositary shall deem such Holder that Owner to have so instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that that such instruction shall not be deemed to have been given and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to not give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive If the notice described above with sufficient time Company intends to enable such Holder to return any voting instructions to request the Depositary in a timely mannerto deliver notices and seek instructions from Owners, it will give the Depositary reasonable prior notice of the request and consult with the Depositary regarding the schedule for distribution of notices and receipt of instructions.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Stock or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materialsmaterials in English, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions (or deemed instructions in accordance with the third following sentence in this paragraph) to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, ; provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists to such matter or (z) such matter materially affects the rights of holders of Shares. There is no guarantee that Under the Commercial Code of Japan, votes may only be cast in respect of a Unit of Shares. Instructions received from all Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to shall be aggregated and the Depositary shall endeavor insofar as is practicable to vote or cause to be voted, the number of whole Units in respect of which instructions have been received, in accordance with such instructions. After aggregation of all instructions, the votes remaining which constitute less than a timely mannerwhole Unit of Shares with respect to any particular instruction shall remain uncast.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, which opinion shall initially be provided on the signing of the Deposit Agreement, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Japan,(ii) the granting of such proxy will not result in a timely mannerviolation of Japanese law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Japanese law, and (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under Japanese law and, the Depositary will not be subject to any liability under Japanese law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). The Company agrees to direct its counsel to inform it of any such changes in Japanese law and shall be responsible for its failure to so inform.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting meeting, or solicitation of consents or proxies proxies, of holders of Shares Stock or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any HolderHolder on or before the date established by the Depositary for that purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy vote or cause to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote be voted the Deposited Securities represented by the ADSs evidenced by such Holder's Holders ADRs as in favor of any proposals or recommendations of the Company. To accomplish this, the Depositary, on the deemed instruction of such Holders, shall issue a discretionary proxy to which such instructions are so giventhe Company to vote the Deposited Securities in favor of any proposals or recommendations of the Company, provided provided, however, that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy givengiven or if the proposal has, (y) substantial opposition exists or (z) in the discretion of the Depositary, a materially affects adverse effect on the rights of holders of the Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to Neither the Depositary in a timely mannernor its agents are responsible for the effect of any vote.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall, as promptly as practicable, mail to Owners a notice, which shall distribute to Holders a notice stating contain (a) such information as is contained in such notice and any solicitation materials, (b) a statement that each Holder Beneficial Owner on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or Deposited Securities represented by the ADSs evidenced by such Beneficial Owners ADRs and (c) a statement as to the manner in which such instructions may be given, including instructions to give the discretionary proxy to the independent representative of shareholders in accordance with Article 689(c) of the Swiss Code of Obligations (the Independent Representative). Upon receipt of (i) instructions of a Beneficial Owner on such record date in the manner and on or before the date established by the Depositary for such purpose (the Instruction Date) and (ii) a certification from such Beneficial Owner whereby he or she confirms such beneficial ownership as of the date of certification and provides the number of Shares or ADSs beneficially owned, the Depositary shall endeavor insofar as practicable and permitted under the provisions governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to the Independent Representative to vote, if so designated by a Beneficial Owner) the Deposited Securities represented by the ADSs evidenced by such Beneficial Owners ADRs in accordance with such instructions. In the event that any Beneficial Owner returns a validly executed proxy card but does not instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) Beneficial Owners ADRs, the manner in which voting rights pertaining to such instructions may Deposited Securities will be given or deemed given, including instructions to give a discretionary proxy to a person designated exercised by the Company. Upon receipt Independent Representative in favor of instructions all motions of a Holder on such record date in the manner and on or before Board of Directors of the date established by Company at the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructionsmeeting. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To The Company shall only deem the extent persons entered in the Companys Share register to be valid holders of Shares. If a Share transferee (including an Owner canceling an ADR and withdrawing the Deposited Securities in respect thereof) wishes to be entered in the Share register of the Company, such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by Share transferee must file with the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to completed application (in a person designated form provided by the Company to such Share transferee) for registration in respect thereof. Failing such registration, the purchaser of such Shares underlying the ADSs may not vote at general meetings of the Company. All voting rights with respect to the Shares are subject to Swiss law and the provisions of the Articles of Incorporation of the Company. The Company reserves the right to instruct Owners to deliver their ADRs for cancellation and withdrawal of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs so as to which permit the Company to re-register such instructions are so givenwithdrawn Deposited Securities as Shares without voting rights. In addition, provided pursuant to the terms of the Articles of Incorporation of the Company, in the event that no any person or other entity acquiring Shares does not expressly declare that he holds such instruction shall Shares for his own account as beneficial owner and not as trustee or otherwise for any third party, such person or entity will be deemed given and no discretionary proxy shall be given registered in the Share register of the Company without voting rights with respect to any matter as such Shares. The Company has agreed to which the Company informs exempt the Depositary (and the Company agrees Custodian and their respective nominees, if any, (but no individual Owner) from this limitation up to provide such information promptly in writing) or the Depositary reasonably believes 5% (in the case aggregate) in respect of Deposited Securities held in connection with the Companys ADR program, subject to compliance with Sections 3.1, 3.4 and 3.5 of the Deposit Agreement and Articles 6 and 23 of this Receipt. The Company has the right not to recognize votes of (ya) or (z) below) that (x) Deposited Securities by the Company does not wish such proxy givenDepositary in excess of the five percent limitation, (yb) substantial opposition exists Deposited Securities or other Company Shares by any Owner in excess of the one half of one percent limitation and/or (zc) materially affects any Owner or other person holding an interest in an ADR not complying with the rights disclosure obligations of holders Sections 3.1, 3.4 and 3.5 of Sharesthe Deposit Agreement and Articles 6 and 23 of this Receipt. There is can be no guarantee assurance that Holders Owners generally or any Holder Owner in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph. 17.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary Depositary, to the extent practicable, shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited SecuritiesSecurity. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in England or Wales, (ii) the granting of such proxy will not result in a violation of United Kingdom law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under United Kingdom law, and (iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of this paragraph (12) under United Kingdom law and, the Depositary will not be subject to any liability under United Kingdom law for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). If after the date such opinion is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions delivered to the Depositary the Company is advised by counsel that there has occurred a change in a timely mannerUnited Kingdom law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such discretionary proxy. The Company agrees to direct its counsel to inform it of any such changes in United Kingdom law.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares Stock or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materialsmaterials in English as translated by the Company, (b) that each Holder on the record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of Japanese law and of the Cayman Islands lawArticles of Incorporation of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a discretionary proxy to a person designated by the Company. Because of the unit share system adopted by the Company in accordance with Japanese law, the Depositary shall in no event vote or exercise the right to vote Deposited Securities other than in a Unit or integral multiples thereof and may therefore not be permitted to vote all Deposited Securities in respect of which it has received voting instructions from the Holder. In voting or exercising the right to vote Deposited Securities the Depositary shall, to the extent possible, aggregate Deposited Securities represented by ADSs evidenced by ADRs as to which the Holders thereof have given the same or similar instructions. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after UNLESS THE DEPOSITARY RECEIVES WRITTEN NOTICE FROM THE COMPANY TO THE CONTRARY, HOLDERS OF AMERICAN DEPOSITARY SHARES WILL NOT BE ENTITLED TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF VOTING RIGHTS PERTAINING TO SHARES. Upon receipt from the Company of notice of any meeting or solicitation solicitations of consents or proxies of holders of Shares CPOs or other Deposited Securities, the Depositary shall distribute shall, as soon as practicable thereafter and to the extent permitted by law, mail to the Holders a notice stating which shall contain (a) such information as is contained in such notice and any solicitation materialsof meeting, (b) if such notice or solicitation pertains to any Deposited Security other than Shares, a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of law or the CPO Trust and of the Cayman Islands lawEstatutos and the Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such HolderXxxxxx's ADRs Receipts and (c) a brief statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person or persons designated by the CompanyCPO Trustee and (c) if such notice or solicitation pertains to Shares, a statement that, pursuant to the provisions of the CPOs and the CPO Trust, the Holders may not vote the Shares underlying the CPOs and that all of the Shares underlying the CPOs shall be voted by the CPO Trust in the same manner as the majority of all Shares that are not held in the CPO Trust and that are voted at the relevant meeting. Upon receipt of instructions the written request of a Holder of a Receipt on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipt in accordance with the instructions set forth in such instructionsrequest. The Depositary will agrees not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs American Depositary Shares evidenced by a Receipt unless it receives instructions from the Holder of such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerReceipt.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are not so given. Notwithstanding anything to the contrary contained herein, the Depositary shall not be obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that no (i) the granting of such instruction shall be deemed given and no discretionary proxy shall does not subject the Depositary to any reporting obligations in the Republic of Peru, (ii) the granting of such proxy will not result in a violation of Peruvian law, rule, regulation or permit and (iii) the voting arrangement and proxy as contemplated herein will be given with respect effect under Peruvian law. If after the date such opinion is delivered to any matter as to which the Depositary the Company informs is advised by counsel that there has occurred a change in Peruvian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary (of such change and the Depositary shall thereafter have no obligation to give any such discretionary proxy. The Company agrees to provide direct its counsel to inform it of any such information promptly changes in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerPeruvian law.

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, subject to applicable law and, the Company's Articles of Association, mail to Holders (for forwarding to Beneficial Owners) a notice stating (the "Notice") (a) containing such information as is contained in such the notice and any or solicitation materialssent by the Company to the Depositary, (b) stating that each Holder on the record date set by the Depositary therefor will, pursuant to Article (14) hereof will be entitled subject to any all applicable provisions of the Cayman Islands law, be entitled including any laws of Germany, the Articles of Association of the Company and this Deposit Agreement, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the whole number of Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs American Depositary Shares, and (c) specifying the manner in which such instructions may be given given, including an express indication that, if no instructions are received by the Depositary in the manner and on or before the date established by the Depositary for such purpose, instructions may be deemed given, including instructions in accordance with the last sentence of this paragraph, to the Depositary to give a discretionary proxy to a person designated by the Company to vote in favor of the recommendations made by the Company's Management Board. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as is practicable and permitted under applicable law, the Company's Articles of Association and the provisions of or governing Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs American Depositary Shares in accordance with such instructions. The Upon the request of a Holder who has not previously given instructions to the Depositary after receipt of the Notice as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holder's American Depositary Shares, and subject to compliance with any reasonable regulations the Depositary may establish, the Depositary will not itself exercise any voting discretion in respect endeavor to provide such Holder (or a person designated by such Holder) with the documentation necessary to attend a meeting of any holders of Deposited Securities. To the extent The Depositary shall not vote or cause to be voted Deposited Securities other than in accordance with such instructions received from Holders of American Depositary Shares or deemed to have been received from such Holders in accordance with the last sentence of this paragraph. If no instructions are not so received by the Depositary from any a Holder with respect to some or all of the Deposited Securities underlying such Holder's American Depositary Shares in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities to vote in favor of the recommendations made by the Company's Management Board, and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented in favor of the recommendations made by the ADSs evidenced by such HolderCompany's ADRs as to which such instructions are so givenManagement Board, provided provided, that no such instruction shall be deemed given and no discretionary or proxy shall be given (or deemed to be given) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as reasonably practicable in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There is no guarantee that Holders generally or any Nothing in the Deposit Agreement shall be construed to grant to a Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting rights with respect to Deposited Securities to which, by their terms, voting rights do not otherwise attach. Notwithstanding the above, save for applicable provisions of German law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Depositary Deposited Securities or the manner in a timely mannerwhich such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of Danish law and the Cayman Islands lawCharter or similar documents of the Company, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary of instructions of a Holder on such record date in the manner and on or before the date time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. J.X.Xxxxxx

Voting of Deposited Securities. As soon promptly as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute shall, subject to applicable law and the Companys Articles of Association, mail to Holders (for forwarding to Beneficial Owners) a notice stating (the Notice) (a) containing such information as is contained in such the notice and any or solicitation materialssent by the Company to the Depositary, (b) stating that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the whole number of Deposited Securities represented by the ADSs evidenced by underlying such Holder's ADRs and Holders ADRs, (c) the manner in which specifying how and when such instructions may be given and (d) stating that if no voting instructions are received from a Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed given, including instructions to have instructed the Depositary to give a discretionary proxy to a person designated by the CompanyCustodian with respect to the Deposited Securities underlying such Holders ADRs to vote such Deposited Securities in accordance with Section 114 (4) of the Austrian Stock Corporation Act. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable and permitted under applicable law, the Companys Articles of Association and the provisions of or governing Deposited Securities Securities, to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by underlying such Holder's Holders ADRs in accordance with such instructions. The Upon the request of a Holder who has not previously given instructions as to the exercise of voting rights pertaining to the Deposited Securities underlying such Holders ADRs, and subject to compliance with any reasonable regulations the Depositary may establish (which may include the deposit or blocking of transfers of such Holders ADRs), the Depositary will not itself exercise any voting discretion in respect endeavor to provide such Holder (or a person designated by such Holder) with the documentation necessary to attend a meeting of any holders of Deposited Securities. To the extent The Depositary shall not vote or cause to be voted Deposited Securities, other than in accordance with such instructions received from Holders of ADRs (or deemed to have been received as set forth in the next paragraph). If no voting instructions are not so received by the Depositary from any HolderHolder (to whom the Notice was sent by the Depositary) with respect to the Deposited Securities underlying such Holders ADRs on or before the date established by the Depositary for such purpose and such Holder has not given notice to the Depositary on or before such date that it intends to attend the meeting of holders of Deposited Securities, then the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given Custodian with respect to any matter as to which the Company informs the Depositary such Deposited Securities in accordance with Section 114 (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.4)

Voting of Deposited Securities. As soon as practicable after UNLESS THE DEPOSITARY RECEWES WRITTEN NOTICE FROM THE COMPANY TO THE CONTRARY, HOLDERS OF AMERICAN DEPOSITARY SHARES WILL NOT BE ENTITLED TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF VOTING RIGHTS PERTAINING TO SHARES. Upon receipt from the Company of notice of any meeting or solicitation solicitations of consents or proxies of holders of Shares CPOs or other Deposited Securities, the Depositary shall distribute shall, as soon as practicable thereafter and to the extent permitted by law, mail to the Holders a notice stating which shall contain (a) such information as is contained in such notice and any solicitation materialsof meeting, (b) if such notice or solicitation pertains to any Deposited Security other than Shares, a statement that each Holder at the close of business on the a specified record date set by the Depositary therefor willwill be entitled, subject to any applicable provisions provision of law or the CPO Trust and of the Cayman Islands lawEstatutos and the Deposited Securities, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipts and (c) a brief statement as to the manner in which such instructions may be given or deemed given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person or persons designated by the CompanyCPO Trustee and (c) if such notice or solicitation pertains to Shares, a statement that, pursuant to the provisions of the CPOs and the CPO Trust, the Holders may not vote the Shares underlying the CPOs and that all of the Shares underlying the CPOs shall be voted by the CPO Trust in the same manner as the majority of all Shares that are not held in the CPO Trust and that are voted at the relevant meeting. Upon receipt of instructions the written request of a Holder of a Receipt on such record date in the manner and date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Deposited Securities represented by the ADSs American Depositary Shares evidenced by such Holder's ADRs Receipt in accordance with the instructions set forth in such instructionsrequest. The Depositary will agrees not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs American Depositary Shares evidenced by a Receipt unless it receives instructions from the Holder of such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely mannerReceipt.