Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association or similar documents document of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of attaches to the Shares or other Deposited Securities, except that no other than in accordance with 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, if applicable) 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 Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon At any time that the Depositary has the right to vote the Shares represented by the American Depositary Shares, the Depositary will comply with the following provisions. As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received (or if requested by the Depositary from Company a summary of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents Charter of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, shall if requested in writing by the Company, Company deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementthis Section.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in at the sole discretion of the DepositaryDepositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association constitution or similar documents document of the CompanyCompany and any other provisions governing Deposited Securities, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of attaches to the Shares or other Deposited Securities, except that no other than in accordance with 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, if applicable) 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 Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementthis Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in at the sole discretion of the DepositaryDepositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association constitution or similar documents document of the CompanyCompany and any other provisions governing Deposited Securities, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of attaches to the Shares or other Deposited Securities, except that no other than in accordance with 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, if applicable) 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 Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon At any time that the Depositary has the right to vote the Shares represented by the American Depositary Shares, the Depositary will comply with the following provisions. As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received meeting, (or, if requested by the Depositary from Company a summary of such information provided by the Company), (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents Charter of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, shall if requested in writing by the Company, Company deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement).

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents of the CompanyEstatuto Social, 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 their respective American Global Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given given, or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American the Global Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complied with the following paragraph 4.7 and (ii) no instructions are received by the Depositary from an Owner with respect to American any of the Deposited Securities represented by the Global Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of, or solicitation of proxies from, holders of Shares or other Deposited Securities, if requested in writing by the CompanyIssuer, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in approved by the sole discretion of the DepositaryIssuer, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companyor solicitation, and (b) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.6 of the Deposit Agreement will be entitled, subject to any applicable provision provisions of law South African law, the Memorandum and Articles of Association of the articles of association or similar documents of Issuer, the CompanyDeposited Securities and this Deposit Agreement, 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including including, when applicable an express indication that instructions may be given or or, if applicable, will be deemed given in accordance with the last sentence second paragraph of this paragraph Section 4.7 of the Deposit Agreement if no instruction is received), to the Depositary to give a discretionary proxy to a person designated by the CompanyIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself not, and the Depositary shall ensure that each Custodian or any of its nominees does not, vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following paragraph. If (i) the Company instructed Depositary solicited instructions from Owners pursuant to the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following preceding paragraph and (ii) no instructions are received by the Depositary does not receive instructions from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for Instruction Date, such purposeOwner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect Issuer, to the amount of vote such Deposited Securities represented by those American Depositary Shares and Securities; provided, however, that the Depositary shall not give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable, at the time notice of any meeting or solicitation of proxies is received by the Depositary or as soon as possible thereafter, if applicable) that (xi) the Company Issuer does not wish such proxy given, (yii) substantial opposition exists or (ziii) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association or similar documents Constitution of the CompanyCompany and any other provisions governing Deposited Securities, 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 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 instructions may be given or 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 to the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Japanese law and of the articles Articles of association or similar documents Association of the Company, 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 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 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 to the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People’s Republic of China and Cayman Islands law and of the articles of association or similar documents document of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementthis Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of English law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, fix a record date as provided in Section 4.06 of the Deposit Agreement and mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meeting received by the Depositary from the Company, (bii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of Mexican law, the articles of association Company or similar documents of the CompanyBylaws, 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 their respective American Depositary Shares and (ciii) 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The If such instructions are set forth, the Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to those Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purposeany Owner, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of to such Deposited Securities, except ; 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter proxy would materially and adversely affects affect the rights of holders of Shares. In the event that the Company does so inform the Depositary in writing of the existence of any of the foregoing circumstances (x), (y) or (z), then the Depositary shall deem such Owner to have so instructed the Depositary to vote or cause the Custodian to vote such Deposited Securities in the same manner as holders of the majority of the class of Deposited Securities voted at the relevant meeting. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in required by Section 4.07 of the preceding paragraph Deposit Agreement sufficiently prior to the instruction date established by the Depositary to ensure that the Depositary will be able to vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementSection.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, fix a record date as provided in Section 4.06 and mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meeting received by the Depositary from the Company, (bii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of or the articles of association or similar documents of the CompanyBylaws, 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 their respective American Depositary Shares and (ciii) 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The If such instructions are set forth, the Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to those Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purposeany Owner, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except ; 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter proxy would materially and adversely affects affect the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive In the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure event that the Company does so inform the Depositary will in writing of the existence of any of the foregoing circumstances (x), (y) or (z), then the Depositary shall deem such Owner to have so instructed the Depositary to vote or cause the Shares or Custodian to vote such Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary same manner as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 holders of the Deposit Agreement, majority of the Company shall give class of Deposited Securities voted at the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting daterelevant meeting. Subject to the rules of any securities exchange or market on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliverlisted or traded, at least two São Xxxx business days (2) Business Days prior to the date of such meeting, the Depositary shall if requested by the Company deliver to the Company, to the attention of its Secretarysecretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meetingSecurities. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this section. There can be no assurance that Owners generally or any Owner in particular will receive the notice required by this Section 4.07 of sufficiently prior to the Deposit Agreementdate established by the Depositary to ensure that the Depositary will be able to vote the Deposited Securities in accordance with this Section 4.07.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of South African law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company complied with the first paragraph of Section 5.6 of the Deposit Agreement and instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following this paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which Depositary and shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People’s Republic of China and Cayman Islands law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to such Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request requests the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules notice described in the first paragraph of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days this Section 4.7 sufficiently prior to the date of such meeting, Instruction Date to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery provisions of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementparagraph.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in approved of or furnished by the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of law South African law, of the Memorandum and Articles of Association of the Company, and of the articles of association or similar documents Deposited Securities and any applicable rule of the CompanyJohannesburg Stock Exchange, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including given by an express indication that instructions may be given Owner or deemed given in accordance with the last sentence of this paragraph if no instruction is receivedreceived from an Owner, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no does not receive instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares to, and the Depositary shall give a discretionary proxy to a person designated by the Company Company, to vote that amount of such Deposited Securities, except ; 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, if applicable) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cyprus law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement this paragraph and complied with the second following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cyprus law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the second following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt The Company shall request the Depositary in writing to act under Section 4.07 of notice the Deposit Agreement in respect of any each meeting of holders of Preference Shares or other Deposited Securities, if requested in writing by the Companyat which holders of Preference Shares have a right to vote. Upon receipt of that request and a notice of that meeting, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such the notice of meeting received provided by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Scottish law and of the articles Articles of association or similar documents Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Preference Shares or other Deposited Securities represented by 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Preference Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior attaches to the instruction date to ensure that the Depositary will vote the Preference Shares or Deposited Securities other than in accordance with the provisions set forth in the preceding paragraphinstructions received from Owners. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request requests the Depositary to act under the first sentence of Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such the meeting and details concerning the matters to be voted upon or solicitation not less than 30 40 days prior to the meeting datedate or date for giving proxies or consents. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days preceding paragraph sufficiently prior to the date of such meeting, Instruction Date to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Preference Shares or other Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery provisions of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in approved by the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents document of the Company, 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 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 instructions may be given or 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 Board of Directors of the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to such Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. . If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and complied with the following second paragraph of Section 4.07 of the Deposit Agreement and (ii) no instructions are received by the Depositary from an Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by Board of Directors of the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of English law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. The Shares do not presently entitle the holders thereof to vote, except in certain limited circumstances. Only in those circumstances, or in the event that in the future the Shares entitle the holders thereof to voting rights in general, would the following provisions of this Section 4.07 apply. Upon receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received (or if requested by the Depositary from Company a summary in English of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law Brazilian law, the Charter and the provisions of the articles of association or similar documents of the CompanyDeposited Securities, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable and permitted under Brazilian law, the Charter and the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner any owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares Securities, and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except ; 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and or adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange or automated inter-dealer quotation system on which American Depositary Shares or the Deposited Securities represented thereby are listedlisted or quoted, the Depositary shall, if requested in writing by the Company, shall deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its SecretaryChief Financial Officer, copies of all instructions received from Owners owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementthis Section.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyIssuer, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Hong Kong and Cayman Islands law and of the articles Memorandum and Articles of association or similar documents Association of the CompanyIssuer, 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 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 that, if the Depositary does not receive instructions, such instructions may be given or 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 CompanyIssuer. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company Issuer to vote that amount of such Deposited Securities; provided, except 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, if applicable) that (x) the Company Issuer does not wish such discretionary proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which Depositary and shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People’s Republic of China and Cayman Islands law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to such Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request requests the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules notice described in the first paragraph of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days this Section 4.7 sufficiently prior to the date of such meeting, Instruction Date to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery provisions of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementparagraph.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the Cayman Islands or Hong Kong law and of the articles Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no does not receive instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company Company, to vote that amount of such Deposited Securities, except provided, that no such instruction shall be deemed given and 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, if applicable) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in approved of or furnished by the sole discretion of the DepositaryIssuer, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law South African law, of the Memorandum and Articles of Association of the Issuer, and of the articles of association or similar documents Deposited Securities and any applicable rule of the Company, Johannesburg Stock Exchange 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including given by an express indication that instructions may be given Owner or deemed given in accordance with the last sentence of this paragraph if no instruction is receivedreceived from an Owner, to the Depositary to give a discretionary proxy to a person designated by the CompanyIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no does not receive instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company Issuer, to vote that amount of such Deposited Securities, except ; 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 agrees to provide such information as promptly as practicable in writing, if applicable) that (xi) the Company Issuer does not wish such proxy given, (yii) substantial opposition exists or (ziii) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders owners of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthereafter unless otherwise requested by the Company, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Hong Kong law or regulation, if any, and of the articles Memorandum of association or similar documents Association and Articles of Association of the Company, 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 their respective American Depositary Shares and (c) a statement as to the manner in which and the date by which such instructions may be given, including an express indication statement that instructions may be given (or, if the Depositary does not receive instructions from the Owner on or before the date established by the Depositary for such purpose, will be deemed to have been given in accordance with the last sentence of this paragraph if no instruction is received, as described below) to the Depositary to give grant a discretionary proxy with respect to such Shares or other Deposited Securities to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request, including any instruction to grant a discretionary proxy to a person designated by the Company. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities. If (i) , other than in accordance with such instructions, except that, if after complying with the Company instructed procedures described in this Article 16, the Depositary to act under Section 4.07 does not receive instructions from the Owner of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner a Receipt on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner will be deemed to have been instructed the Depositary to give grant, and will grant, a discretionary proxy for the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt to a person designated by the Company with respect Company, provided that, in the case of any proposed action that would, pursuant to the amount Memorandum of Deposited Securities represented Association and Articles of Association, entitle the owners of Shares to vote as a separate group, and if the Depositary is notified in writing by those American the Company of such fact, if the Depositary Shares does not receive instructions from the Owner on or before the date established for such purpose, the Depositary will not be deemed to have been instructed to grant such discretionary proxy, and the Depositary shall give a discretionary proxy will not vote or attempt to a person designated by exercise the Company right to vote that amount of attaches to the Shares or other Deposited Securities, except 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, if applicable) 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 can be no assurance that the Owners generally or any Owner in particular will receive the notice described in the preceding paragraph this Article sufficiently prior to the instruction date established by the Depositary for receipt of instructions to ensure that the Depositary will vote the Shares in fact receive such instructions on or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any before such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which Depositary and shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People’s Republic of China and Cayman Islands law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 their respective American Depositary Shares and 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to such Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding first paragraph of Section 4.7 of the Deposit Agreement sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding of that paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, after consultation with the Company and as soon as practicable thereafter, mail Disseminate to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 their respective American Depositary Shares and Shares, (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with and (d) the last sentence of this paragraph if no instruction is received, to day on which the Depositary to give a discretionary proxy to a person designated by will accept instructions (the Company“Instruction Cutoff Date”). Upon the written request of an Owner of American Depositary Shares on such as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before the date any Instruction Cutoff Date established by the Depositary for such purposeDepositary, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the next paragraph. If (ia) the Company instructed made a request to the Depositary to act under Section 4.07 as contemplated by this Article 16 and gave the Depositary notice of the Deposit Agreement meeting, details concerning the matters to be voted upon and complied copies of materials to be made available to holders of Shares in connection with the following paragraph meeting at least 30 days prior to the meeting date and (iib) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purposeInstruction Cutoff Date, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter in accordance with any recommendations of the Company (including any recommendation by the Company to vote Deposited Securities on any issue in accordance with the majority shareholders’ vote on that issue) as determined by the appointed proxy, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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, if applicable) that (xi) the Company does not wish such proxy givento receive a discretionary proxy, (yii) substantial opposition exists or (ziii) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in this Article 16 in time to enable Owners to give instructions to the preceding paragraph sufficiently Depositary prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementInstruction Cutoff Date.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles Articles of association or similar documents Association of the Company, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that such instructions may be given or 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 to the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or as provided in the following sentence. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement paragraph and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days preceding paragraph sufficiently prior to the instruction date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed provisions set forth in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Japanese law and of the articles Articles of association Incorporation or similar documents of the Company, 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 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 instructions may be given or deemed given in accordance with the last sentence of this paragraph that, if no instruction is received, to the Depositary does not receive instructions, it may deem instructions to have been given as provided in Section 4.07 of the Deposit Agreement to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such that record date, received on or before the date established by the Depositary for purposes of such purposeinstructions (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such that request. The Depositary shall not itself vote or attempt to exercise any the right to vote that attaches to Deposited Securities other than in accordance with instructions received from Owners or deemed given as provided in Section 4.07 of the Deposit Agreement. To the extent that the Articles of Incorporation and the Share Handling Regulations of the Company or applicable Japanese law permits the exercise of voting discretion over any Deposited Securitiesrights only with respect to whole Units of Shares, the Depositary will aggregate the instructions received from Owners and endeavor to vote or cause to be voted the largest number of whole Units of Shares in respect of which the Depositary received instructions. Owners and Holders acknowledge and agree that to the extent the Depositary receives, in the aggregate, instructions to vote less than a whole Unit of Shares in a specified manner with respect to a specified question, the Depositary will be unable to carry out those instructions with respect to that fraction of a Unit of Shares. If (i) the Company instructed has made a request to the Depositary to act under as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and complied with the following paragraph Depositary determines that it received notice of the meeting and details concerning the matters to be voted upon sufficiently in advance of the meeting date to give Owners a reasonable opportunity to instruct it as to the exercise of voting rights by the Instruction Date and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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 the Depositary as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days as far in advance of the meeting date as practicable. There can be no assurance that Owners generally or any Owner in particular will receive notice of a meeting of holders of Deposited Securities sufficiently prior to the meeting date. Subject Instruction Date to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, enable Owners to give the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days voting instructions prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementInstruction Date.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of BVI law and of the memorandum and articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. .. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested notice described in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementAgreement sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the instructions of any Owner.

Voting of Deposited Securities. Upon (i) As soon as practicable, unless otherwise instructed by the Company, after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain containing (a) such information as is contained in such the notice of meeting received by the Depositary from the CompanyDepositary, (b) a statement that the Owners as of each Owner at the close of business on a specified record date will be entitled, subject to any applicable provision of law and the provisions of the articles Memorandum and Articles of association or similar documents Association of the CompanyCompany and the terms of or governing Deposited Securities, 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 their respective the American Depositary Shares evidenced by such Owners Receipts, and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given or (or, if applicable, deemed given in accordance with the last sentence clause (ii) of this paragraph Paragraph 17 if no instruction is received, ) to the Depositary to give a discretionary proxy to a person Person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received 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 Memorandum and Articles of Association of the Company and the terms of or governing Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Owners Receipts in accordance with the any nondiscretionary instructions set forth in such request, including the instruction to give a discretionary proxy to a Person designated by the Company. The Depositary shall not itself not, and the Depositary shall ensure that each Custodian or any of its nominees shall not, exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and . (ii) no instructions are received by If after complying with the procedures set forth in this Paragraph the Depositary does not receive instructions from an the Owner with respect to American Depositary Shares of that Owner a Receipt on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy for the Shares evidenced by such Receipt to a person Person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Japanese law and of the articles of association incorporation or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. If (i) the Company instructed has requested the Depositary to act send a notice under Section 4.07 this paragraph and has provided the Depositary at least 30 days prior notice of any such meeting and the details of the Deposit Agreement and complied with the following paragraph matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall make reasonable efforts give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to , unless such advance notice is not possible because less than 30 days notice of the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners meeting has been given in accordance with the Company’s articles of incorporation and local law, in which case, Company will provide to the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense as much advance notice of the Company (unless otherwise agreed in writing by meeting as is possible under the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementcircumstances.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion direction of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of English law and of the articles Articles of association or similar documents Association of the CompanyIssuer, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of attaches to the Shares or other Deposited Securities, except that no other than in accordance with 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, if applicable) 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 Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in previously provided to the sole discretion of the DepositaryCompany for its review and comment, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents of the CompanyAtos Constitutivos, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such those instructions may be given, including an express indication that instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable and permitted under applicable law and the Atos Constitutivos, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall not itself under any circumstances exercise any voting discretion over any Deposited Securities. If (i) the Company instructed as to voting, and neither the Depositary nor the Custodian shall vote, attempt to act under Section 4.07 of exercise the Deposit Agreement and complied with right to vote the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphvoting instructions timely received or deemed received from Owners. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days as far in advance of the meeting date as practicable. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the meeting date. Subject Instruction Date to ensure that the rules of any securities exchange on which American Depositary will vote the Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, provisions set forth in the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementpreceding paragraph.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Jersey law and of the articles of association or similar documents of the Company, 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 their respective American Global Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or 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 the written request of an Owner of American Global Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Global Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Global Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Global Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days preceding paragraph sufficiently prior to the instruction date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, provisions set forth in the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementpreceding paragraph.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of applicable law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days second preceding paragraph sufficiently prior to the instruction cutoff date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, provisions set forth in the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementsecond preceding paragraph.

Voting of Deposited Securities. Upon As of the date of the Deposit Agreement, the Shares do not give the holders thereof any voting rights. If in the future, the terms of the Shares should be revised or amended to provide for voting rights, or should such Shares obtain voting rights on account of the occurrence of any event or change, then, upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the CompanyIssuer, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the CompanyIssuer, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents Estatuto of the CompanyIssuer and the provisions of the Deposited Securities, 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 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 that, if the Depositary does not receive instructions, it may deem instructions may be to have been given or deemed given in accordance with under the last penultimate sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the CompanyIssuer. Upon the written request of an Owner of American Depositary Shares a Receipt on such that record 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 practicable and permitted under applicable laws and the provisions of the Estatuto of the Issuer and the provisions of the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to Deposited SecuritiesSecurities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company instructed Issuer made a request to the Depositary to act under as contemplated by the second sentence of Section 4.07 of the Deposit Agreement and complied with the following second paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares of evidenced by that Owner Owner’s Receipts on or before the date established by the Depositary for such that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company Issuer with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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 that information as promptly as practicable in writing, if applicable) that (x) the Company Issuer does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive The Depositary shall not, and the notice described in the preceding paragraph sufficiently prior to the instruction date to Depositary shall ensure that the Depositary will vote the Shares Custodian or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the any of its nominees shall not, exercise of any voting rights relating to discretion over any Deposited Securities, if . If the Company Issuer will request the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company Issuer shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 the minimum number of days required by Brazilian law (including the regulations of the CVM) or the rules of the Brazilian Stock Exchange prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares date or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of for giving such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, proxies or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementconsents.

Voting of Deposited Securities. Upon receipt of (a) notice from the Company of any meeting of holders of Shares or other Deposited SecuritiesSecurities and (b) the statement of the Custodian or such other major commercial German bank as may be reasonably chosen by the Depositary to act as a proxy bank (the "Proxy Bank"), if setting forth its recommendations with regard to voting of the Shares as to any matter which is set forth in the notice from the Company on which a vote is to be taken by holders of Shares, together with an English translation thereof (the "Recommendation"), unless otherwise requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (ai) such information as is contained in such notice of meeting received by the Depositary from the Company, and (bii) a statement that the Owners and Holders ("Voters") as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and German law, the Articles of the articles of association or similar documents Association of the Company, the Receipts and the Deposited Securities, to instruct the Depositary as exercise, or to give instructions for the exercise of of, the voting rights, if any, pertaining to the amount whole number of Shares or other Deposited Securities represented by their respective American Depositary Shares on such date (c) the Recommendation and (cd) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, voting instructions are received on or before the date established by the Depositary for such purposepurpose in accordance with Section 4.7 of the Deposit Agreement (the "Instruction Date") then the Voters shall in each case be deemed to have instructed the Depositary to vote or cause the shares to be voted in accordance with the Recommendation. In addition, each Voter who desires to exercise, or give instructions for the exercise of, voting rights shall be required to execute and return to the Depositary on or before the Instruction Date, a document provided by the Depositary which (a) either (1) authorizes such Voter's American Depositary Shares to be delivered to a blocked account established for such purpose at The Depository Trust Company ("DTC") (as provided below), or (2) instructs the Depositary to block the Shares without delivering the American Depositary Shares to the Depositary and (b) instructs the Depositary as to how the whole number of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Voter's Receipts are to be voted. Upon the written request of a Voter, as applicable, on such record date, received on or before the Instruction Date, the Depositary shall endeavor endeavor, insofar as practicable and permitted under German law, the Articles of Association of the Company and the Receipts, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Company agrees, without any liability to the Voters arising hereunder, to provide notice, to the extent practicable, of any meeting of Voters of Shares or other Deposited Securities containing the requisite information, together with English translations, to the Depositary within the twelve days following the publication of the invitation to the shareholders meeting in the German Federal Gazette. Voting rights may be exercised only in respect of four (4) American Depositary Shares, or integral multiples thereof. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions received from the Voters, as applicable, as of such record date. If (i) the Company instructed the Depositary Subject to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and of this Article (ii) 16), if no specific voting instructions are received by the Depositary from an Owner any Voter (to whom Notice was sent by the Depositary) with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts on or before the Instruction Date, such Voter shall be deemed, and the Depositary shall deem such Voter, to have instructed the Depositary to vote such Deposited Securities or to cause such Deposited Securities to be voted in accordance with the Recommendation. In no event may the Depositary itself exercise any voting discretion over any Shares or other Deposited Securities. Anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Proxy Bank shall fail to supply the Recommendation to the Depositary at least twenty-one (21) calendar days prior to any meeting of holders of Shares or other Deposited Securities with respect to which the Depositary has received notice from the Company, the Depositary shall mail the Notice (which in this case will not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Voters as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Voter on or before the Instruction Date with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts, no votes shall be cast at such meetingmeeting with respect to such Deposited Securities. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed Nothing in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementAgreement shall be construed to grant to a Voter any voting rights with respect to Deposited Securities to which, by their terms, voting rights do not otherwise attach.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, upon consultation with the Company, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of English law and of the articles Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner Holder of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Holder’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by member or members of the Board of Directors of the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by member or members of the Board of Directors of the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners Holders generally or any Owner Holder in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Japanese law and of the articles Articles of association Incorporation or similar documents of the Company, 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 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 instructions may be given or deemed given in accordance with the last sentence of this paragraph that, if no instruction is received, to the Depositary does not receive instructions, it may deem instructions to have been given as provided below in this Section 4.07 to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such that record date, received on or before the date established by the Depositary for purposes of such purposeinstructions (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such that request. The Depositary shall not itself vote or attempt to exercise any the right to vote that attaches to Deposited Securities other than in accordance with instructions received from Owners or deemed given as provided in this Section 4.07. To the extent that the Articles of Incorporation and the Share Handling Regulations of the Company or applicable Japanese law permits the exercise of voting discretion over any Deposited Securitiesrights only with respect to whole Units of Shares, the Depositary will aggregate the instructions received from Owners and endeavor to vote or cause to be voted the largest number of whole Units of Shares in respect of which the Depositary received instructions. Owners and Holders acknowledge and agree that to the extent the Depositary receives, in the aggregate, instructions to vote less than a whole Unit of Shares in a specified manner with respect to a specified question, the Depositary will be unable to carry out those instructions with respect to that fraction of a Unit of Shares. If (i) the Company instructed has made a request to the Depositary to act under as contemplated by the first sentence of this Section 4.07 and the Depositary determines that it received notice of the Deposit Agreement meeting and complied with details concerning the following paragraph matters to be voted upon sufficiently in advance of the meeting date to give Owners a reasonable opportunity to instruct it as to the exercise of voting rights by the Instruction Date and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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 the Depositary as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days as far in advance of the meeting date as practicable. There can be no assurance that Owners generally or any Owner in particular will receive notice of a meeting of holders of Deposited Securities sufficiently prior to the meeting date. Subject Instruction Date to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, enable Owners to give the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days voting instructions prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementInstruction Date.

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received or solicitation, (or, if requested by the Depositary from Company, a summary in English of such information provided by the Company), (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of law Brazilian law, the Charter and the provisions of the articles of association or similar documents of the CompanyDeposited Securities, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under Brazilian law, the Charter and the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares owned by such Owner in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except ; 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and or adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, shall deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its SecretaryChief Financial Officer, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by the Receipts owned by the Owners at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) ); provided that payment of such expense expenses shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon At any time that the Depositary has the right to vote the Shares represented by the American Depositary Shares, the Depositary will comply with the following provisions. As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received meeting, (or, if requested by the Depositary from Company a summary of such information provided by the Company), (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents Charter of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, shall if requested in writing by the Company, Company deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement).

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. .. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested notice described in writing by the Company, deliver, at least two São Xxxx business days this Section 4.07 sufficiently prior to the instruction cutoff date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery instructions of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementany Owner.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Jersey law and of the articles of association or similar documents of the Company, 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 their respective American Global Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or 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 the written request of an Owner of American Global Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Global Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Global Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Global Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days preceding paragraph sufficiently prior to the instruction cutoff date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, provisions set forth in the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementpreceding paragraph.

Voting of Deposited Securities. Upon At any time that the Depositary has the right to vote the Shares represented by the American Depositary Shares, the Depositary will comply with the following provisions. As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received (or if requested by the Depositary from Company a summary of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents Charter of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, shall if requested in writing by the Company, Company deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementthis Section.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, Depositary which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association or similar documents of Company's Constitution and any other provisions governing the CompanyDeposited Securities, 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 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 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be (subject to the other terms of this Deposit Agreement) 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Argentine law and of the articles of association By-Laws or similar documents of the Company, 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 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 that, if the Depositary does not receive instructions, it may deem instructions may be to have been given or deemed given in accordance with under the last sentence of this paragraph to vote the relevant Shares or other Deposited Securities in favor of the resolutions proposed by the board of directors of the Company or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other votes cast at the meeting in respect of that resolution and, if no instruction is receivedit has been so notified, an indication whether or not each resolution to be voted on has been proposed by the Depositary to give a discretionary proxy to a person designated by board of directors of the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such the relevant record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such request, except that the Depositary need not vote or cause to be voted, whether by following express instructions or otherwise as provided below, with respect to any Deposited Securities as to any resolution unless the Depositary has received an opinion of Argentine counsel for the Company to the effect that that resolution does not violate Argentine Law or the Bylaws or any similar organizational document of the Company. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to Deposited SecuritiesSecurities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complied with the following paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares of evidenced by that Owner Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities in favor of all resolutions proposed by the board of directors of the Company, or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other votes cast at the meeting in respect of that resolution, except that no such instruction shall not be deemed to have been given and no such discretionary proxy the Depositary shall be given not vote that amount of Deposited Securities 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 reasonably practicable in writing, if applicable) that (x) the Company does not wish such proxy giventhe Depositary to vote the Deposited Securities in respect of which it has not received instructions as set forth above, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting and containing (i) details concerning the matters to be voted upon and (ii) an indication whether or not each resolution to be voted upon has been proposed by the board of directors of the Company, not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, unless otherwise advised to the Depositary by the Company in writing, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association or similar documents of Company's Constitution and any other provisions governing the CompanyDeposited Securities, 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 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 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, received to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company instructed the Depositary to act send a notice under this Section 4.07 and has provided the Depositary not less than 30 days notice of the Deposit Agreement meeting and complied with details of the following paragraph matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the The Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to as far in advance of the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementas practicable.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of the law and of the articles Republic of association or similar documents Peru, the estatutos of the CompanyCompany and the Deposited Securities, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself not, and shall ensure that each Custodian or any of its nominees will not, vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days second preceding paragraph sufficiently prior to the instruction cutoff date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, provisions set forth in the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementsecond preceding paragraph.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be (subject to the other terms of the Deposit Agreement) 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Argentine law and of the articles of association By-Laws or similar documents of the Company, 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 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 that, if the Depositary does not receive instructions, it may deem instructions may be to have been given or deemed given in accordance with under the last sentence of this paragraph to vote the relevant Shares or other Deposited Securities in favor of the resolutions proposed by the board of directors of the Company or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other votes cast at the meeting in respect of that resolution and, if no instruction is receivedit has been so notified, an indication whether or not each resolution to be voted on has been proposed by the Depositary to give a discretionary proxy to a person designated by board of directors of the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such the relevant record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such request, except that the Depositary need not vote or cause to be voted, whether by following express instructions or otherwise as provided below, with respect to any Deposited Securities as to any resolution unless the Depositary has received an opinion of Argentine counsel for the Company to the effect that that resolution does not violate Argentine Law or the Bylaws or any similar organizational document of the Company. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to Deposited SecuritiesSecurities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and complied with the following second paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares of evidenced by that Owner Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities in favor of all resolutions proposed by the board of directors of the Company, or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other votes cast at the meeting in respect of that resolution, except that no such instruction shall not be deemed to have been given and no such discretionary proxy the Depositary shall be given not vote that amount of Deposited Securities 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 reasonably practicable in writing, if applicable) that (x) the Company does not wish such proxy giventhe Depositary to vote the Deposited Securities in respect of which it has not received instructions as set forth above, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting and containing (i) details concerning the matters to be voted upon and (ii) an indication whether or not each resolution to be voted upon has been proposed by the board of directors of the Company, not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares CPOs or other Deposited SecuritiesSecurities (including any meeting of holders of Shares with respect to which holders of Deposited Securities will be entitled to vote or give voting instructions), if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of Mexican law, the articles of association or similar documents of the CompanyCompany and the instrument pursuant to which CPOs shall have been issued, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares CPOs or other Deposited Securities represented by 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted voted, or give or cause to be given voting instruction with respect to, the amount of Shares CPOs or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of attaches to, or give voting instructions with respect to, the CPOs or other Deposited Securities, except that no other than in accordance with 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, if applicable) 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 Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote or give voting instructions with respect to the Shares CPOs or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Chilean law and of the articles of association or similar documents Estatutos of the Company, 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be 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 Article 16 if no instruction is received, ) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such 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 such Shares or other Deposited Securities, other than in accordance with such instructions. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the president of the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the president of the Company to vote that amount of such Deposited Securities, except 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, if applicable) that (xa) the president of the Company does not wish such proxy given, (y) substantial opposition exists given or (zb) such matter materially and adversely affects the rights of holders of the Shares. There can be no assurance that Owners generally or If any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise requirement of voting rights relating to Deposited SecuritiesChilean law, if the Company will request the Depositary to act under Section 4.07 of the Deposit AgreementEstatutos of the Company, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules or of any securities exchange on which Shares, other Deposited Securities, Receipts or the American Depositary Shares or the Deposited Securities represented evidenced thereby are listed, does not permit the Depositary shall, if requested to vote (or to vote on any particular matter) in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all accordance with instructions received from Owners or in accordance with which a deemed discretionary proxy, the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to vote the obligations of the Depositary under Section 4.07 of the Deposit AgreementShares or other Deposited Securities.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares CPOs or other Deposited SecuritiesSecurities (including any meeting of holders of Shares with respect to which holders of Deposited Securities will be entitled to vote or give voting instructions), if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares CPOs or other Deposited Securities represented by 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, or give or cause to be given voting instructions with respect to, the amount of Shares CPOs or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company right to vote that amount of attaches to, or give voting instructions with respect to, the CPOs or other Deposited Securities, except that no other than in accordance with 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, if applicable) 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 Sharesinstructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares CPOs or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of South African law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company complied with the first paragraph of Section 5.6 of the Deposit Agreement and instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following this paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in this Section in time to enable Owners to give instructions to the preceding paragraph sufficiently Depositary prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementInstruction Cutoff Date.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, after consultation with the Company and as soon as practicable thereafter, mail Disseminate to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Belgian law and of the articles of association or similar documents of the Company, 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 their respective American Depositary Shares and Shares, (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or deemed given in accordance with and (d) the last sentence of this paragraph if no instruction is received, to day on which the Depositary to give a discretionary proxy to a person designated by will accept instructions (the Company“Instruction Cutoff Date”). Upon the written request of an Owner of American Depositary Shares on such Shares, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before the date any Instruction Cutoff Date established by the Depositary for such purposeDepositary, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the next paragraph. If (ia) the Company instructed made a request to the Depositary to act under as contemplated by this Section 4.07 and gave the Depositary notice of the Deposit Agreement meeting, details concerning the matters to be voted upon and complied copies of materials to be made available to holders of Shares in connection with the following paragraph meeting at least 30 days prior to the meeting date and (iib) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purposeInstruction Cutoff Date, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter in accordance with any recommendation of the Company (including any recommendation by the Company to vote Deposited Securities on that matter in accordance with the majority shareholders’ vote on that matter) as determined by the appointed proxy, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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, if applicable) that (xi) the Company does not wish such proxy givento receive a discretionary proxy, (yii) substantial opposition exists or (ziii) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in this Section 4.07 in time to enable Owners to give instructions to the preceding paragraph sufficiently Depositary prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementInstruction Cutoff Date.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which Depositary and shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the Peoples Republic of China and Cayman Islands law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the Instruction Date), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to such Shares or other Deposited SecuritiesSecurities other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owners Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding first paragraph of Section 4.7 of the Deposit Agreement sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding of that paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement17.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositary, advance (such approval not to be unreasonably withheld or delayed) which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following second succeeding paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount number of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of the Cayman Islands or Hong Kong law and of the articles Articles of association or similar documents Association of the Company, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that such instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no does not receive instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares Securities, and the Depositary shall give a discretionary proxy to a person designated by the Company Company, to vote that amount of such Deposited Securities; provided, except 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, if applicable) that (xi) the Company does not wish such proxy given, (yii) substantial opposition exists or (ziii) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of The Company shall timely notify the Depositary in writing prior to any meeting of holders of Shares or other Deposited SecuritiesSecurities of such meeting. Upon receipt of such notice, if requested in writing by and upon consultation with the Company, the Depositary shall, as soon as practicable thereafterin a timely manner, mail to the Owners of Receipts (i) a notice, the form of which notice shall be copy or summary in the sole discretion English or an English version of the Depositary, which shall contain (a) such information as is contained in such notice of such meeting received sent by the Company to the Depositary from the Companypursuant to Section 5.06, (bii) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provision provisions of law and French law, the statuts of the articles of association or similar documents of Company and the CompanyDeposited Securities (which provisions, if any, will be summarized in pertinent part in such statement), 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 their respective such Owner's American Depositary Shares Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights, (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"), and (cv) 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 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. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. Upon receipt by the written request of Depositary from an Owner of American Depositary Shares on such record date, received of a properly completed Voting Instruction Card on or before the date established by the Depositary for such purposeReceipt Date, the Depositary shall endeavor (i) insofar as practicable practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares in accordance with the instructions set forth in such requestVoting Instruction Card or (ii) to forward such instructions to the Custodian and the Custodian shall endeavor, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with the instructions set forth in such Voting Instruction Card. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. The Depositary will not knowingly take any action to impair its ability to vote or cause to be voted the number of Shares necessary to carry out the instructions of all Owners. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purposeReceipt Date, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that The Depositary will not charge any fees to the Owners generally or in connection with the foregoing transactions to enable any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of its voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, . Notwithstanding anything in the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior Deposit Agreement or this Receipt to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listedcontrary, the Depositary shalland the Company may modify, if requested in writing by amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 their respective American Depositary Shares and Shares, (c) a statement as to the manner in which such instructions may be givengiven and (d) a copy of the Recommendation (as defined below) prepared by such Custodian in accordance with Section 128(2) of the Stock Corporation Act, including together with an express indication English translation thereof. The Company has advised that at the date of this Deposit Agreement, Section 128(2) of the Stock Corporation Act of Germany requires a Vorschlag (a “Recommendation”) be issued in respect of meeting agenda items under certain circumstances by certain German banks (which for the purposes of the Deposit Agreement is the Custodian, or other banks as will be appointed by the Depositary) that may exercise voting rights on behalf of shareholders. The Company has further advised that Section 135 of the Stock Corporation Act provides that if such German banks do not receive voting instructions may be given or deemed given from the owners of such shares, the certain German banks will vote such shares, except under certain limited circumstances, in accordance with the last sentence Recommendation issued under Section 128(2) of this paragraph if no instruction is received, to the Stock Corporation Act. The Depositary to give a discretionary proxy to a person designated by the Companyshall not itself exercise any voting discretion over any Shares or other Deposited Securities. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date Instruction Date (as established by the Depositary for such purpose), the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or instructions deemed to have been received as set forth in the next paragraph. If Subject to the following paragraph, if no specific voting instructions are received by the Depositary from any Owner (ito whom Notice was sent at the Company’s request) with respect to the Company Shares or Deposited Securities represented by such Owner’s American Depositary Shares on or before the Instruction Date, such Owner shall be deemed, and the Depositary shall deem such Owner, to have instructed the Depositary to act under Section 4.07 of give a proxy to the Custodian with respect to such Shares or other Deposited Securities to vote such Shares or other Deposited Securities in accordance with the Recommendation. The Depositary shall request that the Custodian deliver its Recommendation to the Depositary no later than twenty-one (21) calendar days after the Company has published proposed resolutions with respect to the relevant meeting in the Federal Gazette. However, anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Depositary shall not receive the Recommendation at least twenty-one (21) calendar days prior to any meeting of holders of Shares or other Deposited Securities, the Depositary shall mail the Notice, if requested in writing by the Company, without such Recommendation (and complied with without reference to any deemed proxy to be given to the following paragraph Custodian), and (ii) thereafter, in any case in which no specific voting instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for Instruction Date, no votes shall be cast at such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company meeting with respect to the amount of Deposited Securities represented by those American Depositary such Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of or Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementthis Article, the Company shall endeavor to give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to sufficiently in advance of the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, received to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided in the following sentence. If (i) the Company instructed the Depositary to act send a notice under Section 4.07 and has provided the Depositary not less than 30 days’ notice of the Deposit Agreement meeting and complied with details of the following paragraph matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities; provided, except 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, if applicable) that that (x) the Company does not wish such proxy givento receive a proxy, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if If the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to as far in advance of the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementas practicable.

Voting of Deposited Securities. Upon receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners owners of Receipts a notice, the form of which notice shall 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 Companyor solicitation, (b) a statement that the Owners of Receipts as of the close of business on a specified record date which shall be the record date established pursuant to the Deposit Agreement will be entitled, subject to any applicable provision of law and of the articles of association or similar documents Estatutos of the Company, 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given (or be deemed given in accordance with the next to last sentence of this paragraph Article 16 if no instruction is received, ) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar in so far as practicable to vote or cause to be tae voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares 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. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) that (xa) the Company does not wish such proxy given, (y) substantial opposition exists given or (zb) such matter materially and adversely affects the rights of holders of the Shares. There can be no assurance that Owners generally or If any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise requirement of voting rights relating to Deposited SecuritiesChilean law, if the Company will request the Depositary to act under Section 4.07 of the Deposit AgreementEstatutos of the Company, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules or of any securities exchange on which Shares, other Deposited Securities, Receipts or the American Depositary Shares or the Deposited Securities represented evidenced thereby are listed, listed does not permit the Depositary shall, if requested to vote (or to vote on any particular matter) in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all accordance with instructions received from Owners or in accordance with which a deemed discretionary proxy, the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to vote the obligations of the Depositary under Section 4.07 of the Deposit AgreementShares or other Deposited Securities.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of, or solicitation of consent or proxies for, Shares or other Deposited Securities, if requested unless instructed otherwise in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, in such form as approved by the form of which notice shall be in the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting meeting, or solicitation of consents or proxies, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.06 of the Deposit Agreement will be entitled, subject to any applicable provision provisions of law United Kingdom law, of the Deposited Securities and the Deposit Agreement and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given or (or, if applicable, will be deemed given in accordance with the last sentence second paragraph of this paragraph Section 4.07 of the Deposit Agreement if no instruction is received, ) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written (or deemed) request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities the right to receive which is represented by those the American Depositary Shares evidenced by such Owner's Receipt in accordance with the any instructions set forth in such request. The Depositary shall not itself not, and the Depositary shall ensure that each Custodian or any of its nominees shall not, vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no does not receive instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, such Owner shall be deemed, and the Depositary shall deem that Owner such Owner, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote the underlying Shares, provided that amount of Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be deemed given with respect to any matter as to which the Company informs the Depositary (and in writing at the Company agrees time notice of any meeting or solicitation of consents or proxies is received by the Custodian to provide such information as promptly as practicable in writing, if applicable) the effect 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts record as of the record date set by the Depositary under Section 4.6 of the Deposit Agreement (the “Voting Record Date”) a notice, the form of which notice shall be in approved of by the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, (b) a statement that the Owners of record as of the close of business on a specified record date the Voting Record Date will be entitled, subject to any applicable provision of English law and of the articles Articles of association or similar documents Association of the Company, 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular The Depositary will receive the notice described in the preceding paragraph sufficiently prior to the instruction date endeavor to ensure that on any date on which it votes or causes to be voted Deposited Securities pursuant to Section 4.7 of the Deposit Agreement, it will have on deposit under the Deposit Agreement the number of Deposited Securities with respect to which it has received voting instructions from Owners. In the event that, on any such date, the number of Deposited Securities on deposit under the Deposit Agreement is less than the number of Deposited Securities with respect to which the Depositary will has received voting instructions, the Depositary shall vote the Shares or cause to be voted such Deposited Securities in accordance with such instructions, adjusting the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise number of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be voted on a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementpro-rated basis.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, Company mail to the Owners of Receipts a noticenotice in the English language, the form of which notice shall be in the sole discretion of the Depositary, which shall contain contain, in any event, (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Argentine law and of the articles of association or similar documents of the Company's Estatutos Sociales, 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 their respective American Depositary Shares 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 given in accordance with the last third sentence of this the next paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by vote such Shares or other Deposited Securities in accordance with the recommendations of the Company’s Board of Directors. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipts in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or other Deposited Securities in accordance with the provisions set forth in written recommendations of the preceding paragraphCompany’s Board of Directors made to all shareholders, or unless the Company has not provided to the Depositary the legal opinion specified below, and if no such recommendations are made, the Depositary shall not vote such Shares or other Deposited Securities. In order connection with any resolution to give Owners a reasonable opportunity to instruct be voted upon by the Depositary as to the exercise holder of voting rights relating to Deposited SecuritiesShares under this Agreement, if the Company will request provide to the Depositary an opinion of Argentine counsel (which if rendered by the Company’s internal legal counsel will be rendered by the Company’s General Counsel) to act under the effect that such resolution is not contrary to Argentine law or the Estatutos Sociales of the Company. If the Company has solicited the votes of Owners, the Depositary will, if requested by the Board of Directors and unless prohibited by any applicable provision of Argentine law, deposit substantially all Shares represented by American Depositary Shares for purposes of establishing a quorum at meetings of shareholders, whether or not voting instructions with respect to such shares have been received. Upon the written request of the Company, which request shall be reasonably specific, the Depositary shall retain all records relating to the voting of Deposited Securities pursuant to Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary Agreement as required under Section 4.07 of the Deposit Agreementapplicable Argentine law.

Voting of Deposited Securities. Upon As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners of Receipts Holders a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain containing (a) such information as is contained in such notice of meeting received by and in the Depositary from the Companysolicitation materials, if any, (b) a statement that the Owners as of each Holder at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Venezuelan law and the Estatutos of the articles Company and the provisions of association or similar documents of the Companygoverning Deposited Securities, 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 their respective the American Depositary Shares evidenced by such Holders’ Receipts and (c) a statement as to the manner in which such instructions may be 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 the written request of an Owner of American Depositary Shares a Holder on such record 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 Venezuelan law and the Estatutos of the Company and 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 amount of Shares or other Company to vote) the Deposited Securities represented by those the American Depositary Shares evidenced by such Holder’s Receipts in accordance with the any instructions set forth in such request. The Depositary shall will not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Holder’s Receipts on or before the date established by the Depositary for such purpose, to the extent permitted under applicable law, the Depositary shall will deem that Owner such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall will give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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 notifies the Depositary in writing at the time notice of any meeting or solicitation of consents or proxies is received by the Custodian (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) notification that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter it materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the articles of association or similar documents Estatutos Sociales of the Company, 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 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 instructions may be given (or deemed given in accordance with the last sentence of this paragraph Section 4.07 if no instruction is received, ) to the Depositary to give a discretionary proxy to a person designated by the CompanyDepositary. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions and/or the provisions of the following sentence. If (i) If, after complying with the Company instructed procedures set forth in this Section 4.07, the Depositary to act under Section 4.07 does not receive instructions from the Owners of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner any Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated for the Shares represented by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy evidenced by such Receipts to a person designated by the Company to vote that amount of Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect Shares in regard 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary same proportions as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 all of the Deposit Agreement, the Company shall give the Depositary notice of any other Shares that are voted with regard to such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementmatter.

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositaryadvance, such approval not being unreasonably withheld, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date the ADS Record Date will be entitled, subject to any applicable provision of French law and of the articles of association statuts or similar documents of the Company, 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 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 given to the Depositary or in which voting instructions may be given or deemed to have been 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 CompanySection 4.07. Upon the written request of an Owner of American Depositary Shares on such record datethe ADS Record Date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the voting instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed requested the Depositary to act under Section 4.07 of the Deposit Agreement this paragraph and complied with the third following paragraph at least 30 days prior to the meeting date and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of the Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, to the extent permitted by applicable law, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy vote or cause to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote be voted that amount of the Deposited SecuritiesSecurities in favor of all resolutions set out in the notice of meeting that are endorsed by the Company’s board of directors and against all resolutions of that kind that are not so endorsed, except 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, if applicable) that (x) the Company does not wish such proxy givenDeposited Securities to be so voted. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Deposited Securities. Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, (y) substantial opposition exists or (z) such matter materially attempt to exercise the right to vote, Deposited Securities, except pursuant to and adversely affects in accordance with the rights voting instructions or deemed voting instructions timely received from Owners as provided for or as otherwise contemplated in Section 4.07 of holders of Sharesthe Deposit Agreement. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the second preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 thirty (30) days prior to the meeting date. Subject to , except where under French law the rules of any securities exchange on notice period for such meeting is less than thirty (30) days, in which American Depositary Shares or the Deposited Securities represented thereby are listed, case the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense shall upon receipt of the Company request use its commercially reasonable efforts to distribute to Owners the material in (unless otherwise agreed in writing by the Company a), (b) and the Depositary(c) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under first paragraph of this Section 4.07 and carry out the further actions set forth in that Section 4.07. Notwithstanding anything in Section 4.07 of the Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional procedures from time to time as they determine may be necessary or appropriate. Without prejudice to the Depositary’s rights under Section 2.09 of the Deposit Agreement, the Depositary will take no action to impair the ability of the Custodian to vote the number of Shares (including the Shares held by the Depositary in registered form) necessary to carry out the instructions of all Owners under Section 4.07 of that Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositaryadvance, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Israeli law and of the articles of association or similar documents of the Company, 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 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 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall not itself under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Deposited Securities except in accordance with the voting discretion over any Deposited Securitiesinstructions given from the Owners or deemed given from the Owner or as provided in the following sentence. If (i) the Company instructed requested the Depositary to act under Section 4.07 of the Deposit Agreement this paragraph and complied with the second following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of the Deposited Securities represented by the American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and that matter and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days (or such longer period as may be required by law) prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents document of the Company, 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 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 instructions may be given or 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 to the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to such Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and complied with the following last paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as set forth in the following sentence. If (i) the Company instructed the Depositary to act under this Section 4.07 and furnished details of the Deposit Agreement and complied with matters to be voted upon at least 30 days prior to the following paragraph meeting date and (ii) no instructions are received by the Depositary from an Owner with respect to a question and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that question and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that question, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter question as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter question materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to as far in advance of the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementas practicable.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Preference Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Scottish law and of the articles of association or and any similar documents document of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Preference Shares or other Deposited Securities represented by 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preference Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request, 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 the written request of an Owner of a Receipt on that record date, received on or before the date established by the Depositary for the purpose, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Preference Shares or other Deposited Securities represented by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in that request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to Deposited SecuritiesSecurities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and complied with the following last paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares of evidenced by that Owner Owner’s Receipts on or before the date established by the Depositary for such that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Preference Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request requests the Depositary to act under the first sentence of Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such the meeting and details concerning the matters to be voted upon or solicitation not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares date or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, for giving proxies or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementconsents.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Israeli law and of the articles of association or similar documents of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under this Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by those that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07 of the Deposit Agreement4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the rules of instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the second preceding paragraph. The Depositary will endeavor to ensure that on any securities exchange date on which American Depositary Shares it votes or the causes to be voted Deposited Securities represented thereby are listedpursuant to this Section 4.07, it will have on deposit under this Deposit Agreement the number of Deposited Securities with respect to which it has received voting instructions from Owners. In the event that, on any such date the number of Deposited Securities on deposit under this Deposit Agreement is less than the number of Deposited Securities with respect to which the Depositary has received voting instructions, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, shall vote or cause to be voted, the voted such Deposited Securities represented by in accordance with such instructions adjusting the American Depositary Shares at such meeting. Delivery number of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be Deposited Securities voted on a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementpro rata basis.

Voting of Deposited Securities. Upon receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Jersey law and of the articles Articles of association or similar documents Association of the Company, 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 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 instructions may be given or 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 to the Company. Upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterafter the fixing of a record date for determining the Owners of Receipts entitled to give instructions for the exercise of voting rights as provided in Section 4.6, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the CompanyIssuer's Articles, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by 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 instructions may be given or 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 CompanyShares. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar in so far as practicable to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by those American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied after complying with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purposeprocedures set forth in this Section, the Depositary shall deem that Owner to have instructed receives no such instructions, upon the Depositary to give a discretionary proxy to a person designated by written request of the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and Issuer the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or other Deposited Securities in accordance with the provisions set forth in Issuer's request. The Depositary shall not vote or attempt to exercise the preceding paragraph. In order right to give Owners a reasonable opportunity to instruct the Depositary as vote that attaches to the exercise of voting rights relating to Shares or other Deposited Securities, if other than in accordance with the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares Owner's instructions or the Deposited Securities represented thereby are listedIssuer's request, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior as applicable. The Issuer shall be under no obligation to the date of such meeting, to the Company, to the attention of its Secretary, copies of all verify instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented and voted upon by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon (i) As soon as practicable after receipt 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 Companywriting, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain containing (a) such information as is contained in such the notice of meeting received by the Depositary from the CompanyDepositary, (b) a statement that the Owners as of each Owner at the close of business on a specified record date will be entitled, subject to any applicable provision of law and the provisions of the articles Memorandum and Articles of association or similar documents Association of the CompanyIssuer and the provisions of or governing Deposited Securities, 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 their respective the American Depositary Shares evidenced by such Owner's Receipts and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that instructions may be given or (or, if applicable, deemed given in accordance with the last sentence paragraph (ii) of this paragraph Section if no instruction is received, ) to the Depositary to give a discretionary proxy to a person designated by the CompanyIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received 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 Memorandum and Articles of Association of the Issuer and the provisions of or governing Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Owner's Receipts in accordance with the any nondiscretionary instructions set forth in such request, including the instruction to give a discretionary proxy to a person designated by the Issuer. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and . (ii) no instructions are received by If after complying with the procedures set forth in this Section the Depositary does not receive instructions from an the Owner with respect to American Depositary Shares of that Owner a Receipt on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy for the Shares evidenced by such Receipt to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit AgreementIssuer.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Units or Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the articles of association or similar documents By-laws of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Units or Shares or other Deposited Securities represented by 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Units, Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Units or Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 Units or Shares. In the event that the Company does so inform the Depositary in writing of the existence of any of the foregoing circumstances (x), (y) or (z), then the Depositary shall deem such Owner to have so instructed the Depositary to vote or to give voting instructions with respect to or cause the Custodian to vote or give voting instructions with respect to such Deposited Securities in the same manner as holders of the majority of the class of Deposited Securities voted at the relevant meeting. Subject to the rules of any securities exchange or market on which American Depositary Shares or the Deposited Securities represented thereby are listed or traded, at least two (2) Business Days prior to the date of such meeting or date for giving such instructions, the Depositary shall if requested by the Company deliver to the Company, to the attention of its secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, or give voting instructions with respect to, the Deposited Securities. Delivery of instructions will be made at the expense of the Company provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this section. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from holders as of the record date set pursuant to Section 4.6 of the Deposit Agreement) for the sole purpose of establishing a quorum at a meeting of shareholders. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Units, Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of holders consents or proxies of Owners of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in subject to the sole reasonable discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and Brazilian law, the By-laws of the articles of association or similar documents Company and the provisions of the CompanyDeposited Securities, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including including, when applicable, an express indication that such instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor endeavor, insofar as is practicable and permitted under applicable laws and the provisions of the By-laws of the Company and the provisions of the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself not, and the Depositary shall ensure that the Custodian or any of its nominees shall not, vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions, if any. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 Owners and holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listedlisted or quoted, the Depositary shall, if requested in writing by the Company, Company deliver, at least two São Xxxx business days (2) Business Days prior to the date of such meeting, to the Company, to the attention of its Secretarythe Chief Financial Officer and General Counsel, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of any such expense by the Company shall not be a condition precedent to the obligations of the Depositary under this Section 4.07 of the Deposit Agreement4.07.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Hong Kong and Cayman Islands law and of the articles Memorandum and Articles of association or similar documents Association of the Company, 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 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 that, if the Depositary does not receive instructions, such instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) that (x) the Company does not wish such discretionary proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the memorandum and articles of association or similar documents document of the Company, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received meeting, (or, if requested by the Depositary from Company a summary in English of such information provided by the Company), (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of law Brazilian law, the Charter and the provisions of the articles of association or similar documents of the CompanyDeposited Securities, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under Brazilian law, the Charter and the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and or adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange or automated inter-dealer quotation system on which American Depositary Shares or the Deposited Securities represented thereby are listedlisted or quoted, the Depositary shall, if requested in writing by the Company, shall deliver, at least two São Xxxx business days Business Days prior to the date of such meeting, to the Company, to the attention of its SecretaryChief Financial Officer, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) ), provided that payment of such expense expenses shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners of Receipts Holders a notice, the form of which notice shall 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 Companymeeting, and (b) a statement that the Owners as of Holders at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of law and applicable provisions of the articles of association or similar documents of the Companygoverning Deposited Securities, 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 their the respective numbers of American Depositary Shares represented by such Holders’ Receipts, and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given or 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 the written request of an Owner of American Depositary Shares a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor endeavor, insofar as practicable and permitted under any applicable provisions of law and any applicable provisions of or governing Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the number of American Depositary Shares evidenced by such Holder’s Receipts in accordance with the any nondiscretionary instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over vote any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order written instructions from a Holder entitled hereunder to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementinstructions.

Voting of Deposited Securities. Upon receipt of notice from the Company of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in the sole discretion of the Depositaryadvance, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, 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 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 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall not itself under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Deposited Securities except in accordance with the voting discretion over any Deposited Securitiesinstructions given from the Owners or deemed given from the Owner or as provided in the following sentence. If (i) the Company instructed requested the Depositary to act under Section 4.07 of the Deposit Agreement this paragraph and complied with the immediately following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of the Deposited Securities represented by the American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and that matter and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities as to that matter, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Argentine law and of the articles of association or similar documents of the Company, 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 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 that, if the Depositary does not receive instructions, it may deem instructions may be to have been given or deemed given in accordance with under the last sentence of this paragraph if no instruction is receivedto vote the relevant Shares or other Deposited Securities in favor of the resolutions proposed by the board of directors of the Company or, in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other Deposited Securities voted at the meeting in respect of that resolution, and an indication whether or not each resolution to be voted on has been proposed by the Depositary to give a discretionary proxy to a person designated by board of directors of the Company. Upon the written request of an Owner of American Depositary Shares on such the relevant record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request, except that the Depositary need not vote or cause to be voted, whether by following express instructions or otherwise as provided below, with respect to any Deposited Securities as to any resolution unless the Depositary has received an opinion of Argentine counsel for the Company that is satisfactory to the Depositary to the effect that that resolution is not inconsistent with or contrary to Argentine Law or the articles of association or any similar document of the Company. The Company shall use its reasonable best efforts to obtain an opinion of its Argentine counsel to the effect specified in the preceding sentence in connection with all resolutions to be voted on at a shareholders meeting that it considers to material to the Company or its shareholders. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to Deposited SecuritiesSecurities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and Agreement, complied with the following second paragraph of that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by that Owner’s American Depositary Shares of that Owner on or before the date established by the Depositary for such that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited SecuritiesSecurities in favor of all resolutions proposed by the board of directors of the Company or in the case of a resolution not proposed by the board of directors of the Company, in the same manner as the majority of all other Deposited Securities voted at the meeting in respect of that resolution, except that no such instruction shall not be deemed to have been given and no such discretionary proxy the Depositary shall be given not vote that amount of Deposited Securities 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, if applicable) that (x) the Company does not wish such proxy giventhe Depositary to vote those Deposited Securities, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary (i) notice of any such the meeting and of holders of Deposited Securities, (ii) details concerning the matters to be voted and (iii) an indication whether or not each resolution to voted upon has been proposed by the board of directors of the Company, in each case not less than 30 days prior to the meeting date. Subject to There can be no assurance that Owners generally or any Owner in particular will receive the rules of any securities exchange on which American Depositary Shares or notice described in the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days preceding paragraph sufficiently prior to the instruction cutoff date of such meeting, to ensure that the Company, to Depositary will vote the attention of its Secretary, copies of all instructions received from Owners Shares or Deposited Securities in accordance with which the Depositary will vote, or cause to be voted, provisions set forth in the Deposited Securities represented by the American Depositary Shares at such meetingpreceding paragraph. Delivery of instructions will be made at the expense of the The Company (unless otherwise agreed in writing by the Company shall have no obligation and the Depositary) provided that payment of such expense shall not be a condition precedent subject to any liability to any Owner or Beneficial Owner in such case if the obligations Company complied with the preceding paragraph of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in approved by or furnished by the sole discretion of the DepositaryCompany, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles Memorandum and Articles of association or similar documents Association of the Company, the Deposited Securities and this Deposit Agreement, 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 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 that, if the Depositary does not receive instructions from the Owner, instructions may be given or 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 the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself not, and shall ensure that each or any of its nominees and the Custodian does not, vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions, except as provided in the following sentence. If (i) the Company instructed the Depositary to act under has solicited instructions as provided in this Section 4.07 of the Deposit Agreement 4.7 and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities; provided, except however, 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon As soon as practicable after receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, shall mail to the Owners of Receipts a notice, the form of which notice shall must be in reviewed and approved by the sole discretion of the Depositary, which shall Company and must contain (a) such the information as that is contained in such the notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date the ADS Record Date will be entitled, subject to any applicable provision of law Cayman Islands law, the Articles of Association and the provisions of or governing the articles of association or similar documents of the CompanyDeposited Securities, 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 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 instructions may be given or 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 the written request of an Owner of American Depositary Shares on may deem such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities. Upon the written request of an Owner of an ADS on the ADS Record Date, received on or before the date established by the Depositary for the purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by that ADS in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to Deposited Securities other than in accordance with instructions received from Owners or as provided in the following sentence. If (i) the Company made a request to the Depositary as contemplated by the first sentence of this Section 4.07 and complied with the third paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by those that Owner’s American Depositary Shares on or before the Instruction Date, the Depositary shall deem that Owner to have instructed the Depositary to give, and the Depositary shall give give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities to vote that amount of Deposited SecuritiesSecurities in favor of any proposals or recommendations of the Company (including any recommendation by the Company to vote Deposited Securities on any issue in accordance with the majority shareholders’ vote on that issue) as determined by the appointed proxy, except that no such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding first paragraph of this Section 4.07 sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementsecond preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares date or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of for giving such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, proxies or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreementconsents.

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 CompanyIssuer, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of law the laws of Brazil and of the articles of association or similar documents of the CompanyEstatuto Social, 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 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 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 to the CompanyIssuer. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date") the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company Issuer to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companymeeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of South African law and of the articles Articles of association or similar documents Association of the Company, 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 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 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 the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar in so far as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon receipt of notice from the Company of any general shareholders’ meeting of at which holders of Shares or other Deposited SecuritiesSecurities will have the right to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in previously provided to the sole discretion of the DepositaryCompany for its review, comment and approval, which approval shall not be unreasonably withheld or delayed, and which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Colombian law and of the articles of association Company’s by-laws (Pacto Social) or similar documents of the Company, 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 their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, given including an express indication that such instructions may will be given or deemed given given, in accordance with the last sentence second paragraph of this paragraph Article 16, if no instruction is received, to the Depositary to give vote the Shares or other Deposited Securities represented by such American Depositary Shares (or to cause the Shares or other Deposited Securities represented by such American Depositary Shares to be voted) in the same manner as a discretionary proxy majority of all votes actually cast at such shareholders’ meeting by all shareholders of the Company entitled to a person designated by the Companyvote at such meeting. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar shall, in so far as practicable to practicable, vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the such Owner’s instructions or deemed instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no does not receive voting instructions are received by the Depositary from an Owner with respect to the Shares or other Deposited Securities represented by such Owner’s American Depositary Shares of that Owner on or before by the date established by the Depository as the final date for receiving such instructions, each such Owner will be deemed to have authorized and instructed the Depositary for to vote the Shares or other Deposited Securities represented by such purposeAmerican Depositary Shares (or to cause the Shares or other Deposited Securities represented by such American Depositary Shares to be voted) as follows: (i) solely with respect to Specified Shareholder Resolutions, the Depositary shall deem that Owner to have instructed vote in the same manner as the majority of all votes actually cast at such shareholders’ meeting by all holders of preferred shares (including, for the purposes of determination of the majority of votes, votes casted by the Depositary to give in accordance with written instructions provided by Holders of ADSs), and (ii) with respect other shareholders’ meeting resolutions and decisions, in the same manner as a discretionary proxy to a person designated majority of all votes actually cast at such shareholders’ meeting by all shareholders of the Company with respect entitled to vote at such meeting; in each case, the amount of Depositary shall vote the Shares or other Deposited Securities represented by those such American Depositary Shares and (or shall cause the Shares or other Deposited Securities represented by such American Depositary Shares to be voted) at such meeting in such manner; provided that in each case the Shares or other Deposited Securities represented by such American Depositary Shares shall give in any event be counted for the purpose of satisfying applicable quorum requirements unless a discretionary proxy to a person designated by majority of the Company to vote that amount members of Deposited Securities, except 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, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights Company’s board of holders of Sharesdirectors determines otherwise. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphparagraphs. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 4.7 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Voting of Deposited Securities. Upon As soon as practicable after receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting received (or if requested by the Depositary from Company a summary of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Brazilian law and of the articles of association or similar documents Charter of the Company, 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 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 that, if the Depositary does not receive instructions, it may deem instructions may be to have been given or deemed given in accordance with under 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 the written request of an Owner of American Depositary Shares a Receipt on such that record 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 practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to Deposited SecuritiesSecurities other than in accordance with instructions received from Owners or deemed received under the following sentence. If (i) the Company instructed made a request to the Depositary to act under as contemplated by the first sentence of this Section 4.07 of the Deposit Agreement and complied with the following paragraph of this Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by the American Depositary Shares of evidenced by that Owner Owner’s Receipts on or before the date established by the Depositary for such that purpose, the Depositary shall deem that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities, except that no that such instruction shall not be deemed to have been given and no such the Depositary shall not give a 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, if applicable) that (x) the Company does not wish such proxy givento receive a discretionary proxy, (y) substantial opposition exists or (z) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreementpreceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 45 days prior to the meeting datedate or date for giving such proxies or consents. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, shall if requested in writing by the Company, Company deliver, at least two São Xxxx business days Business Days prior to the date of such meetinga meeting of holders of Shares or other Deposited Securities, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section 4.07 of the Deposit Agreement4.07.

Voting of Deposited Securities. Upon receipt 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 Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Companyor solicitation, (b) a statement that the Owners as of the close of business on a specified record date, which shall be the record date established pursuant to Section 4.06 hereof, will be entitled, subject to any applicable provision of Chilean law and of the articles of association or similar documents Estatutos of the Company, 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 their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be 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 Section 4.07 if no instruction is received, ) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar endeavor, in so far as practicable practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those 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. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the following paragraph and (ii) no instructions are received by the Depositary from an any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares of that Owner evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the amount of such Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of such Deposited Securities, except 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, if applicable) that (xa) the Company does not wish such proxy given, (y) substantial opposition exists given or (zb) such matter materially and adversely affects the rights of holders of the Shares. There can be no assurance that Owners generally or If any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise requirement of voting rights relating to Deposited SecuritiesChilean law, if the Company will request the Depositary to act under Section 4.07 of the Deposit AgreementEstatutos of the Company, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules or of any securities exchange on which Shares, other Deposited Securities, Receipts or the American Depositary Shares or the Deposited Securities represented evidenced thereby are listed, listed does not permit the Depositary shall, if requested to vote (or to vote on any particular matter) in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all accordance with instructions received from Owners or in accordance with which a deemed discretionary proxy, the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to vote the obligations of the Depositary under Section 4.07 of the Deposit AgreementShares or other Deposited Securities.

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall 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 Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of law and of the articles Articles of association or similar documents Incorporation and Share Handling Regulations of the Company, 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 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 instructions may be given or 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 to the Company. Upon All such notices, statements and any other materials shall be approved by the Company prior to mailing by the Depositary. 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 Shares other than in Units and may therefore not be permitted to vote all Shares in respect of which it has received voting instructions from Owners of Receipts. In voting or exercising the right to vote Shares, the Depositary shall, to the extent possible, aggregate Shares represented by American Depositary Shares evidenced by the Receipts as to which the Owners thereof have given the same or similar instructions. Subject to the foregoing, upon the written request of an Owner of American Depositary Shares a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself vote or attempt to exercise any voting discretion over any the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company instructed requested the Depositary to act under Section 4.07 this paragraph and gave the Depositary notice of the Deposit Agreement meeting and complied with details of the following paragraph matters to be voted upon at least 21 days prior to the meeting date and (ii) ), with respect to an amount of Deposited securities represented by American Depositary Shares of an Owner, no instructions are received by the Depositary from an Owner with respect to American Depositary Shares of that such Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to the that amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities; provided, except 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, if applicable) 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 can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall, if requested in writing by the Company, deliver, at least two São Xxxx business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.