Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions terms of the Deposit Agreement, the Company's constituent documents articles of association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents articles of association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If In the Company shall have timely requested event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the articles of association of the Company, the Depositary distribute materials to will refrain from voting and the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so instructions received by the Depositary from any Holder, the Holder Holders shall be deemed lapse. The Depositary will have no obligation to have instructed the Depositary to give demand voting on a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) poll basis with respect to any matter as to which the Company informs the Depositary (resolution and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will shall have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does for not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in having demanded voting on a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawpoll basis. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part and provided to the Depositary in English by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given given, only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association of the Company and the provisions of or governing the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Shares or other Deposited Securities for which no specific voting instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall not be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawvoted. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions or deemed instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. The Depositary shall use its best efforts, if requested in writing by the Company prior to the mailing to Holders of such meeting materials, to deliver, at least two business days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Holders in accordance with which the Depositary will vote, or cause to be voted, the Deposited Securities represented by the ADSs 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). Notwithstanding anything else contained in this Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of the Company's U.S. counsel addressing any actions requested to be taken if requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), at the Company's expense expense, unless otherwise agreed in writing by the Company and the Depositary and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise transmission (if agreed by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time)by the Company and the Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Company’s Memorandum and Articles of Association and the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced held by such Receipt Holder in accordance with such voting instructions. If In the Company shall have timely requested event that the Depositary distribute materials i) timely receives voting instructions from a Holder which fail to specify the Holders manner in connection with a meeting at which the holders of Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or ii) if no instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenSecurities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawnotification. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive , including the notice described above with sufficient time to enable the Holder to return voting instructions deemed instruction to the Depositary in to give a timely mannerdiscretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association (statuts) and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association (statuts) and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, if requested in writing by the Depositary shall fix Company, the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested as soon as practicable thereafter, mail to the Owners of record as of the record date set by the Depositary under Section 4.06 (the “Voting Record Date”) a notice, the form of which notice shall be approved of by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request which shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: contain (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a voting instruction card in the form prepared by the Depositary after consultation with the Company, (c) a statement that the Holders at Owners of record as of the close of business on the ADS Voting Record Date will be entitled, subject to any applicable law, the provisions provision of English law and of the Deposit Agreement, the Company's constituent documents Memorandum and the provisions Articles of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise Association of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to either (i) use such voting instruction card to request the Depositary, its Custodian or nominee (as appropriate) to appoint the Owner its proxy to attend at that meeting and vote with respect to the number of Shares or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If Owner’s Receipts or (ii) instruct the Company shall have timely requested that person nominated by the Depositary distribute materials Depositary, its Custodian or nominee as its proxy as to the Holders in connection with exercise of the voting rights pertaining to that number of Shares or other Deposited Securities, and (d) a meeting at which the holders of Deposited Securities are entitled to vote, brief statement as to the extent manner in which voting instruction cards are not so instructions may be given to the person nominated by the Depositary. Upon the written request of an Owner of a Receipt as of the Voting Record Date received on or before the date established by the Depositary from any Holderfor that purpose (the “Instruction Date”), the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under to cause the provisions appointment (or, if the Deposited Securities are registered in the name of or governing held by its Custodian or a nominee, the Depositary shall endeavor to procure that the Custodian or its nominee shall cause the appointment), subject to the articles of association of the Company, of that Owner as a proxy in respect of that meeting (including any adjournment of that meeting) to attend and vote the number of Deposited Securities to give a discretionary proxy to a person designated represented by the Company American Depositary Shares evidenced by that Receipt. Upon the written request of an Owner of a Receipt as of the Voting Record Date, received on or before the Instruction Date, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the number of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which Receipt in accordance with the instructions set forth in such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to request. Neither the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian nominee of either of them shall vote, vote or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise vote that attaches to the Shares or other Deposited Securities represented by ADSs except pursuant to and other than in accordance with such written instructions from HoldersOwners given in accordance with this Section 4.07. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable in the Holder to return voting instructions first paragraph of this Section 4.07 sufficiently prior to the Instruction Date to ensure that the Depositary in a timely manner. Notwithstanding will appoint the above, save for applicable provisions of Australian law and Owner its proxy or vote the Shares or other Deposited Securities as requested in accordance with Section 5.3 of the Deposit Agreement, provisions set forth in the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votepreceding paragraphs.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), at the Company's expense expense, unless otherwise agreed in writing by the Company and the Depositary and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise transmission (if agreed by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time)by the Company and the Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Company's Memorandum and Articles of Association and the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced held by such Receipt Holder in accordance with such voting instructions. If In the Company shall have timely requested event that the Depositary distribute materials i) timely receives voting instructions from a Holder which fail to specify the Holders manner in connection with a meeting at which the holders of Depositary is to vote the Deposited Securities represented by such Holder's ADSs or ii) if no instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenSecurities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawnotification. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive , including the notice described above with sufficient time to enable the Holder to return voting instructions deemed instruction to the Depositary in to give a timely mannerdiscretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian English law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares CUFS are entitled to vote, or of solicitation of consents or proxies from holders of Shares CUFS or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents documents, the requirements of the CUFS Depositary and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the CompanyCompany and/or the CUFS Depositary), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares underlying the CUFS or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares CUFS or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents documents, the requirements of the CUFS Depositary and the provisions of or governing the Deposited Securities, to vote instruct or cause the Custodian to instruct the CUFS Depositary to vote the Shares underlying the CUFS and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall instruct the CUFS Depositary to vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares represented by the CUFS or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares underlying CUFS or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Irish law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary, for the Depositary to instruct the CUFS Depositary or for the CUFS Depositary to vote in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxy (as provided by the Company); (b) a 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 in accordance with Sections 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), setting forth its recommendations with regard to voting of the Shares pursuant to Section 135(4) sentence 4 no. (1), (2) and (3) of the German Stock Corporation Act as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of Shares, together with an English translation thereof (the “Recommendation”); (c) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (cd) a brief statement as to the manner in which such instructions may be given, including an express indication that, if voting instructions are not received prior to the record date set by the Depositary therefore or are not specific, then the Holders shall in each case be deemed to have instructed the Depositary to vote or cause the Proxy Bank to vote the Shares in accordance with the Recommendation, provided that the taking of such actions does not violate any U.S. or German laws, or any terms of the Company’s Articles of Association. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with the voting instructions timely received from Holders or the provisions of the preceding paragraph. Notwithstanding anything to the contrary in this Deposit Agreement, if the Proxy Bank shall fail to supply the Recommendation to the Depositary at least 21 days prior to the date of the meeting with respect to which the Depositary has received notice from the Company, the Depositary shall mail such written 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 Holders as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from Holdersa Holder, no voting instructions are received on or before the date established by the Depositary for such purpose with respect to the Deposited Securities represented by ADSs, no votes shall be cast at such meeting with respect to such Deposited Securities. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies from holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian New Zealand law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares Units are entitled to vote, or of solicitation of consents or proxies from holders of Shares Units or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares Units or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares Units or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares Units and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If There can be no assurance that Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in particular, will be given the Company shall have timely requested that opportunity to vote or cause the Depositary distribute materials Custodian to vote on the Holders in connection with a meeting at which same terms and conditions as the holders of Units. 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 or attempt to exercise the right to vote the Units or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. 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 4.9 and complied with the preceding paragraph and (ii) no instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holdera Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder shall be deemed 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 ADSs and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the that amount of Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenSecurities, provided, however, except that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxyproxy given, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would such matter materially and adversely affect affects the rights of holders of SharesADSs. The Depositary shall, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in form and substance satisfactory to the Depositary, to the effect that (a) the granting respect of such discretionary proxy does not subject Deposited Securities from Holders as of the Depositary to any reporting obligations in Australia ADS Record Date) for the sole purpose of establishing quorum at a meeting of Holders of ADSs. Notwithstanding the above, (b) the granting save for applicable provisions of such proxy will not result in a violation of applicable Brazilian law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such written instructions from Holdersvote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise agreed by between the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent ’s constitutional documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be givengiven or in which voting instructions may be deemed to have been given in accordance with Section 4.8 of the Deposit Agreement, with respect to ADSs for which no instructions are received by the Depositary prior to the deadline set for such purposes, 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 or other Deposited Securities. Upon the timely receipt of written voting instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent ’s constitutional documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards instructions are not so received by the Depositary from any Holder or the Depositary receives on a timely basis voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote or cause the Custodian to vote the Deposited Securities represented by such Holder’s ADSs, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor shall, insofar as practicable and permitted under the provisions of or governing Deposited Securities to Securities, give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's ’s Receipts as to which such instructions are so deemed given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) ), that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification notification. The Depositary shall not be responsible, and (ii) unlessshall not incur any liability, for any failure on the part of the Company to timely notify the Depositary in the manner required by the previous sentence. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the constitutional documents of the Company, the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form any resolution and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary shall have no liability to any reporting obligations in Australia , (b) the granting of such proxy will Holder or Beneficial Owner for not result in having demanded voting on a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawpoll basis. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written or deemed instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law the laws of England and Wales, and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast (provided that any such action or omission is in good faith) or the effect of any such vote.

Voting of Deposited Securities. Subject The Depositary or, if the Deposited Securities are registered in the name of or held by its nominee, its nominee, subject to and in accordance with the next sentenceCompany’s constituent documents, irrevocably appoints the Holder hereof for the time being on the record date (the "Voting Record Date") fixed by the Depositary in respect of any meeting (at which holders of Shares or other Deposited Securities are entitled to vote) as its proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) in respect of the Deposited Securities represented hereby on the Voting Record Date. In respect of any such meeting such Holder can appoint any person to attend, vote and speak on its behalf subject to and in accordance with the provisions of this paragraph and the constituent documents of the Company. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall will in accordance with paragraph 13 fix the ADS Voting Record Date in respect of such meeting or solicitation of such consent or proxysolicitation. The Depositary shallor, if requested by the Company in writing in a timely so determines, the Company, will distribute by mail, or such other means and manner (as may be mutually agreed between the Depositary having no obligation to take any further action if and the request shall not have been received by the Depositary at least 30 days prior Company, to the date Holder of record hereof on such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Voting Record Date: (a) such information as is contained in such notice of meeting or in the solicitation of consent or proxy; materials, (b) a Receipt proxy card in a form prepared by the Depositary, (c) a statement that the Holders Holder hereof at the close of business on the ADS Voting Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, either (i) to use such Receipt proxy card in order to attend, vote and speak at such meeting as the proxy of the Depositary or its nominee solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by this Receipt or (which provisionsii) to appoint any other person as the substitute proxy of such Holder, if any, shall be summarized in pertinent part solely with respect to the Shares or other Deposited Securities represented by the Company), American Depositary Shares evidenced by this Receipt or (iii) to instruct provide Voting Instructions to the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by this Receipt, and (d) if the Depositary is to be given Voting Instructions by such Holder's ADSs; and (c) , a brief statement as to the manner in which such instructions may be given. Voting instructions Instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securitiesto the Depositary. Upon the timely receipt of written instructions request of a Holder of record hereof on the ADS Voting Record Date of voting instructions in received on or before the manner specified date established by the DepositaryDepositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, and the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with the instructions set forth in such voting instructionsrequest. If Notwithstanding anything contained herein this Section 4.7 to the Company contrary, Holders and their substitute proxy shall have timely requested that only be permitted to attend, vote and speak at meetings as the proxy of the Depositary distribute materials or its nominee with respect to the Holders in connection with a meeting at which the holders whole number of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities Shares represented by the such Holder's American Depositary Shares evidenced by Receipts held by such Holders at the close of business on the Voting Record Date in accordance with Section 4.6 of the Deposit Agreement. Any appointment or purported appointment by a Holder (or such Holder's Receipts substitute proxy) of the Depositary as proxy in respect of Deposited Securities held by the Depositary, and any appointment or purported appointment by such a Holder (or such Holder's substitute proxy) of the Depositary’s nominee as proxy in respect of Deposited Securities held by that nominee, shall operate (a) as a renunciation of the proxy initially provided by the Depositary or its nominee to which such instructions are so givenHolder or such Holder's substitute proxy in relation to those Deposited Securities, provided, however, that no such and (b) as an instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and or its nominee, as the Company agrees case may be) to provide cast the votes attaching to those Deposited Securities (or to refrain from casting such information as promptly as practicable votes) in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated manner indicated by the Company would otherwise vote Holder (or such Holder's substitute proxy) in the appointment or purported appointment. For the avoidance of doubt, when the Depositary receives Voting Instructions from a substitute proxy of a Holder (zincluding, without limitation, instructions from ADP Inc. or any other entity acting on behalf of participants and/or customers of participants within The Depository Trust Company) or their agents, and such registered Holder has notified the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights Depositary that it holds Receipts on behalf of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meetingsubstitute proxies, the Depositary has been provided with shall treat such Voting Instructions as coming from an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect entity that (a) the granting holds Receipts on behalf of such discretionary proxy does not subject substitute proxies and the Depositary shall vote or cause to any reporting obligations be voted the Deposited Securities in Australia , (b) the granting of accordance with such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawinstructions. Neither the Depositary nor the Custodian shall, under any circumstances shall exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, vote or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented by ADSs American Depositary Shares evidenced hereby except pursuant to and in accordance with such written instructions Voting Instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to hereof given in accordance with this paragraph 14. Shares or other Deposited Securities represented by American Depositary Shares evidenced hereby for which no specific Voting Instructions are received by the Depositary from the Holder hereof shall not be voted by the Depositary but may be directly voted by the Holder in a timely manner. Notwithstanding attendance at meetings of shareholders as proxy for the aboveDepositary or its nominee, save for applicable provisions of Australian law subject to, and in accordance with Section 5.3 of the Deposit Agreementwith, the Depositary shall not be liable for any failure to carry out any instructions to vote any provisions of this paragraph and the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteCompany’s constituent documents.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of (i) any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of (ii) solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the which request shall not have been must be received by the Depositary at least 30 calendar days prior to the date of such vote or meeting), at the Company's expense ) and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders of record as of the ADS Record DateDate a notice which shall contain: (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; meeting, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Incorporation of the Company and the provisions of of, or governing governing, the Deposited Securities (which provisions, if any, shall be have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to addressing the manner in which such instructions may be givengiven (including an indication that instructions may be deemed to have been given in accordance with the last sentence of (b) below if no instructions are received by the Depositary prior to the deadline set for such purposes 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 ADSs representing an integral number of Shares or other Deposited Securities. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 calendar days prior to the meeting, the Depositary shall not have any obligation to notify the Holders and shall not under any circumstances vote the Deposited Securities or cause the Deposited Securities to be voted. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law, regulations or applicable stock exchange requirements, in lieu of distributions of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with a means to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents and the provisions of Articles of Incorporation of the Company and the provisions of, or governing governing, the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced by such Receipt in accordance with such voting instructions. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Deposited Securities represented by ADSs other than in accordance with the instructions of Holders as of the ADS Record Date or as provided below. The Depositary shall not exercise any voting discretion over the Deposited Securities. If the Company shall have timely requested that Depositary does not receive instructions from a Holder as of the Depositary distribute materials to ADS Record Date on or before the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received date established by the Depositary from any Holderfor such purpose, the such Holder shall be deemed deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected. If the Depositary timely receives voting instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained herein, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing represent all Deposited Securities to give (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the relevant meeting. For the avoidance of doubt, if the Depositary has in accordance with this paragraph given a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, howeverSecurities, that no such instruction person shall be deemed given and no such discretionary proxy free to exercise the votes attaching to those Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders. Notwithstanding anything contained in this Deposit Agreement or any ADR to the contrary, the Depositary shall be given (i) not have any obligation to take any action with respect to any matter as to which meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the Company informs the Depositary (and the taking of such action would violate U.S. laws. The Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the voting rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel accruing to the Company, in form Deposited Securities and substance satisfactory to deliver to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented if requested by the American Depositary Shares being treated as assets Depositary, an opinion of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under U.S. counsel addressing any circumstances exercise any discretion as actions to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holdersbe taken. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Irish law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian South African law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Australian law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of South African law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. The Depositary has been advised by the Company that under the Cayman Islands' law as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association (as in effect on the date of the Deposit Agreement) a poll may be demanded by (i) the chairman of the Company, (ii) at least three shareholders present in person or by proxy, (iii) any shareholder or shareholders present in person or by proxy holding not less than one-tenth of the total voting rights of the Shares of the Company conferring the right to vote or (iv) any shareholder or shareholders present in person or by proxy holding Shares of the Company of which the aggregate paid up sum is equal to not less than one-tenth of the total paid up sum of the Company's Shares conferring the right to vote. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced as follows: In the event voting takes place at a shareholders' meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such the voting instructions received from a majority of Holders of ADSs who provided voting instructions. If In the Company shall have timely requested that event voting takes place at a shareholders' meeting by poll, the Depositary distribute materials to will instruct the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Custodian to vote the Deposited Securities represented in accordance with the voting instructions received from the Holders of ADSs. In the event of voting by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenpoll, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome Deposited Securities for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will no timely voting instructions have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy received will not result in a violation of applicable law, rule, regulation or permit, be voted (c) the voting arrangement and deemed instruction as contemplated herein but all Deposited Securities will be given effect under Australian law, and (d) represented at the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawmeeting for quorum purposes if any timely voting instructions have been received from Holders). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except in the case voting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions). 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 ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as permitted by Cayman Islands law to enable Holders and Beneficial Owners to exercise the voting rights relating to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days 21 Business Days prior to the date of such vote or meeting), at the Company's expense ’s expense, unless otherwise agreed in writing by the Company and the Depositary and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise transmission (if agreed by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time)by the Company and the Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Xxxxxx’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Company’s Memorandum and Articles of Association and the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced held by such Receipt Holder in accordance with such voting instructions. If In the Company shall have timely requested event that the Depositary distribute materials i) timely receives voting instructions from a Holder which fail to specify the Holders manner in connection with a meeting at which the holders of Depositary is to vote the Deposited Securities represented by such Xxxxxx’s ADSs or ii) if no instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from a Holder with respect to any Holderof the Deposited Securities represented by the ADSs evidenced by such Xxxxxx’s ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenSecurities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawnotification. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive , including the notice described above with sufficient time to enable the Holder to return voting instructions deemed instruction to the Depositary in to give a timely mannerdiscretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 21 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise transmission (if agreed by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time)by the Company and the Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Memorandum and Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be Shares or other Deposited Securities represented by ADSs for which no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive specific voting instructions are received by the notice described above with sufficient time to enable Depositary from the Holder to return voting instructions to the Depositary in a timely mannershall not be voted. Notwithstanding the above, save for applicable provisions of Australian law Jersey law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxy containing a brief description of the matters to be voted upon (such description to be based on language provided by the Company); (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s By-laws and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. The Company shall provide such writing to the Depositary in a timely manner. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s By-laws and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Notwithstanding the above, save for applicable provisions of Spanish law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date record date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with paragraph (11). The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities represented by ADSs for which no timely voting instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall not be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar voted (except as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawherein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise of, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such written Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. If the Depositary (x) is notified by the Company or the Custodian that new or modified resolutions are to be, or may be, considered at a shareholders' meeting that have not been included in the materials distributed to the Holders (i.e., resolutions that may be introduced or modified at the shareholders' meeting), and (y) has received valid and timely instructions from Holders, such Holders shall (unless otherwise specified in the notice distributed to the Holders) be deemed to have instructed the Depositary to (i) vote the Shares represented by such Holders' ADSs in favor of the new or modified resolutions if such resolutions have been formally approved by the Company's board of directors or the Company's board of directors has formally recommended a vote in favor of such resolutions, and the Company has notified the Depositary of such approval or recommendation, (ii) vote the Shares represented by such Holders' ADSs against the new or modified resolutions if such resolutions have been formally disapproved by the Company's board of directors or the Company's board of directors has formally recommended a vote against such resolutions, and the Company has notified the Depositary of such disapproval or recommendation, and (iii) abstain from voting the Shares represented by such Holders' ADSs if the Company's board of directors has not formally approved or disapproved such resolutions, has not recommended a vote in favor or against such resolutions, or the Company has not notified the Depositary of such approval, disapproval or recommendation. 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 ADS record date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Swedish law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 20 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise agreed by to the Company and the Depositary in writing from time to time), or otherwise distribute to Registered Holders of Receipts as of the ADS Record DateDate 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 or solicitation of consent or proxymeeting; (b) a statement that the such Registered Holders of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable provision of Danish law, the provisions of the Deposit Agreement, Deposited Securities or of the Articles of Association of the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by 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 such Holder's ADSstheir American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting , including an express indication that instructions may be given only in respect to the Depositary to give a discretionary proxy to a person designated by the Company and that holders of a number of American Depositary Shares representing an integral number of Shares or proxies are authorized to vote on such other Deposited Securitiesbusiness as may properly come before the meeting. Upon the timely receipt of written instructions request of a Registered Holder of a Receipt on the ADS Record Date Date, received on or before the ADS Record Date, and upon the receipt of an opinion or opinions provided at the expense of the Company to the effect that the voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable arrangement is valid and permitted binding on Holders under applicable law, Danish law and under the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, the Depositary shall endeavour, insofar as practicable and permitted under applicable law and under the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote be voted the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If With respect to Shares and/or other Deposited Securities for which voting instructions are not received on or before the date established by the Depositary, the Depositary shall, subject to receipt of an opinion provided at the expense of the Company shall have timely requested to the effect that the voting arrangement is valid and binding on Holders under Danish law and that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to votewill not be exercising voting discretion, to the extent voting instruction cards are not so received either vote as directed by the Depositary from any Holder, Board of Directors of the Holder shall be deemed to have instructed the Depositary to Company or give a discretionary proxy or power of attorney to a vote the deposited shares in favor of another person designated by the Board of Directors of the Company and pending receipt of such an opinion, the Depositary first sentence of the final paragraph of Section 4.9 of the Deposit Agreement shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect apply to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawand/or other 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or as provided above. If no instructions are received by the Depositary from any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time respect to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 any of the Deposit AgreementShares and/or other Deposited Securities represented by the American Depository Shares evidenced by such Holder’s Receipt on or before the date established by the Depository for such purpose, the such Shares and/or other Deposited Securities shall not be voted. The Depositary shall not be liable for any failure to carry out any instructions to vote any of the Shares and/or other Deposited Securities. Holders will have the right to attend shareholder meetings in accordance with the rules established by the Company, or for but will only have those voting rights with respect to the manner Shares and/or other Deposited Securities as are set out in which such Section 4.9 of the Deposit Agreement. For the avoidance of doubt, Holders will not be entitled to vote is cast or the effect of in person at any such voteshareholder meeting.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, if requested in writing by the Depositary shall fix Company, the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by as soon as practicable thereafter, mail to the Company Owners a notice, the form of which notice shall be in writing the sole discretion of the Depositary, which shall contain (a) such information as is contained in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been such notice of meeting received by the Depositary at least 30 days prior to the date of such vote or meeting), at from the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of German law and of the Deposit Agreement, articles of association or similar documents of the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by 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 such Holder's ADSs; and their respective American Depositary Shares, (c) a brief 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, together with an English translation thereof. Voting instructions may 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 given only issued in respect of a number meeting agenda items under certain circumstances by certain German banks (which for the purposes of American 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 from the owners of such shares, the certain German banks will vote such shares, except under certain limited circumstances, in accordance with the Recommendation issued under Section 128(2) of the Stock Corporation Act. The Depositary Shares representing an integral number of shall not itself exercise any voting discretion over any Shares or other Deposited Securities. Upon the timely receipt written request of written instructions an Owner of a Holder American Depositary Shares on such record date, received on or before the ADS Record Date of voting instructions in the manner specified date established by the DepositaryDepositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders amount of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to and exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such written instructions from Holdersinstructions. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable in the Holder to return voting instructions preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary in a timely manner. Notwithstanding will vote the above, save for applicable provisions of Australian law and Shares or Deposited Securities in accordance with Section 5.3 of the Deposit Agreement, provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary shall not be liable for any failure as to carry out any instructions the exercise at a meeting of holders of Shares or other Deposited Securities of voting rights relating to vote any of the Deposited Securities, or for if the manner in which such vote is cast or Company requests the effect Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such votemeeting and details concerning the matters to be voted upon not less than 45 days prior to the meeting date.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable lawlaws and regulations, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Incorporation and Share Handling Regulations of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicize to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Units of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable lawlaws and regulations, the provisions of the Deposit Agreement, Articles of Incorporation and Share Handling Regulations of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to To the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions aggregate of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented voted for and against a proposal by the American Depositary Shares evidenced by such Holder's Receipts as to which such all Holders who gave voting instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does would not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights constitute integral multiples of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meetinga Unit, the Depositary has been provided with an opinion voting instructions for the remainders in excess of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting highest integral multiples of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein Unit will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawdisregarded. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. 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 ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and By-laws of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be givengiven including an indication that instructions may be given and, if so required under applicable law, the need and manner for blocking the sale or other transfer of the ADSs and the Shares prior to the meeting. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicize to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association and By-laws of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Memorandum of the Deposit Agreement, the Company's constituent documents Association and Bye-laws and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Bye-laws and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian the law of Bermuda , and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions terms of the Deposit Agreement, the Company's constituent documents articles of association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents articles of association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If In the Company shall have timely requested event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the articles of association of the Company, the Depositary distribute materials to will refrain from voting and the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so instructions received by the Depositary from any Holder, the Holder Holders shall be deemed lapse. The Depositary will have no obligation to have instructed the Depositary to give demand voting on a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) poll basis with respect to any matter as to which the Company informs the Depositary (resolution and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will shall have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does for not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in having demanded voting on a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawpoll basis. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, and, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 21 days prior to the date of such vote or meeting)meeting and, at the Company's expense ’s expense, and provided no U.S. legal prohibitions exist, the Depositary shall, or shall procure that its agent shall, mail by ordinaryregular, regular ordinary mail delivery, electronic mail delivery or otherwise (or by electronic mail or as otherwise agreed by between the Company and the Depositary in writing from time to time), Depositary) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting , including an express indication that such instructions may be given only or deemed given in respect accordance with the last paragraph of this Article (15) if no instruction is received, to the Depositary to give a number of American Depositary Shares representing an integral number of Shares or other Deposited Securitiesdiscretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced held by such Receipt Holder in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be Notwithstanding the prior paragraph, if voting instructions are sought and no assurance that Holders or Beneficial Owners generally or such instructions are received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holders of Receipts on or Beneficial Owner in particular will receive before the notice described above with sufficient time to enable date established by the Depositary for such purpose, the Depositary shall deem such Holder to return voting have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instructions 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) 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. Notwithstanding anything to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreementcontrary contained herein, the Depositary shall not be liable obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) such deemed instruction does not subject the Depositary to any reporting obligations in the Republic of South Africa, (ii) such deemed instruction will not result in a violation of South African law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under South African law, and (iv) the Depositary will not be deemed to be authorized to exercise, or in fact exercising, any discretion when voting in accordance with the terms of this Article (15) under South African law and, the Depositary will not be subject to any liability under South African law for any failure to carry out any instructions to vote any losses arising from the exercise of the Deposited Securitiesvoting arrangements set forth in this Article (15). If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in South African law such that the foregoing opinion could no longer be rendered favorably in whole or in part, or for the manner in which Company shall promptly notify the Depositary of such vote is cast or change and the effect Holders shall thereafter not be deemed to have given any such instruction. The Company agrees to direct its counsel to inform it of any such votechanges in South African law.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable lawlaws and regulations, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Incorporation and Share Handling Regulations of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicize to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Units of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable lawlaws and regulations, the provisions of the Deposit Agreement, Articles of Incorporation and Share Handling Regulations of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to To the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions aggregate of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such voted for and against a proposal among all Holders who gave voting instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does would not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights constitute integral multiples of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meetinga Unit, the Depositary has been provided with an opinion voting instructions for the remainders in excess of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting highest integral multiples of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein Unit will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawdisregarded. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. 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 ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent ’s constitutional documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be givengiven or in which voting instructions may be deemed to have been given in accordance with this Section 4.8 with respect to ADSs for which no instructions are received by the Depositary prior to the deadline set for such purposes, 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 or other Deposited Securities. Upon the timely receipt of written voting instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent ’s constitutional documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards instructions are not so received by the Depositary from any Holder or the Depositary receives on a timely basis voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote or cause the Custodian to vote the Deposited Securities represented by such Holder’s ADSs, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor shall, insofar as practicable and permitted under the provisions of or governing Deposited Securities to Securities, give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's ’s Receipts as to which such instructions are so deemed given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) ), that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification notification. The Depositary shall not be responsible, and (ii) unlessshall not incur any liability, for any failure on the part of the Company to timely notify the Depositary in the manner required by the previous sentence. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the constitutional documents of the Company, the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form any resolution and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary shall have no liability to any reporting obligations in Australia , (b) the granting of such proxy will Holder or Beneficial Owner for not result in having demanded voting on a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawpoll basis. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written or deemed instructions from Holders. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast (provided that any such action or omission is in good faith) or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Incorporation of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, Articles of Incorporation of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. Holders acknowledge that the Company may not notify the Depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the Depositary to make a timely mailing of such notices to the Holders of ADRs, and that the Holders of ADRs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. Subject to applicable laws or rules of any securities exchange on which the Deposited Securities are listed or traded, at least three (3) days prior to the date of such meeting the Depositary shall deliver to the Company a tabulation of the voting instructions received from Holders of ADRs, if any, and the Depositary shall vote, or cause to be voted, the Deposited Securities represented by such Holders' ADSs in accordance with such instructions. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Dutch law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxy (as provided by the Company); (b) a 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 in accordance with Sections 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), setting forth its recommendations with regard to voting of the Shares pursuant to Section 135(4) sentence 4 no. (1), (2) and (3) of the German Stock Corporation Act as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of Shares, together with an English translation thereof (the “Recommendation”); (c) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (cd) a brief statement as to the manner in which such instructions may be given, including an express indication that, if voting instructions are not received prior to the record date set by the Depositary therefore or are not specific, then the Holders shall in each case be deemed to have instructed the Depositary to vote or cause the Proxy Bank to vote the Shares in accordance with the Recommendation, provided that the taking of such actions does not violate any U.S. or German laws, or any terms of the Company’s Articles of Association. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with the voting instructions timely received from Holders or the provisions of the preceding paragraph. Notwithstanding anything to the contrary in this Deposit Agreement, if the Proxy Bank shall fail to supply the Recommendation to the Depositary at least 21 days prior to the date of the meeting with respect to which the Depositary has received notice from the Company, the Depositary shall mail such written 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 Holders as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from Holdersa Holder, no voting instructions are received on or before the date established by the Depositary for such purpose with respect to the Deposited Securities represented by ADSs, no votes shall be cast at such meeting with respect to such Deposited Securities. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies from holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder or Beneficial Owner to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date record date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with paragraph (11). The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities represented by ADSs for which no timely voting instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall not be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar voted (except as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawherein). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise of, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such written Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. If the Depositary (x) is notified by the Company or the Custodian that new or modified resolutions are to be, or may be, considered at a shareholders’ meeting that have not been included in the materials distributed to the Holders (i.e., resolutions that may be introduced or modified at the shareholders’ meeting), and (y) has received valid and timely instructions from Holders, such Holders shall (unless otherwise specified in the notice distributed to the Holders) be deemed to have instructed the Depositary to (i) vote the Shares represented by such Holders’ ADSs in favor of the new or modified resolutions if such resolutions have been formally approved by the Company’s board of directors or the Company’s board of directors has formally recommended a vote in favor of such resolutions, and the Company has notified the Depositary of such approval or recommendation, (ii) vote the Shares represented by such Holders’ ADSs against the new or modified resolutions if such resolutions have been formally disapproved by the Company’s board of directors or the Company’s board of directors has formally recommended a vote against such resolutions, and the Company has notified the Depositary of such disapproval or recommendation, and (iii) abstain from voting the Shares represented by such Holders’ ADSs if the Company’s board of directors has not formally approved or disapproved such resolutions, has not recommended a vote in favor or against such resolutions, or the Company has not notified the Depositary of such approval, disapproval or recommendation. 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 ADS record date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, if requested in writing by the Depositary shall fix Company, the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by as soon as practicable thereafter, mail to the Company Owners a notice, the form of which notice shall be in writing the sole discretion of the Depositary, which shall contain (a) such information as is contained in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been such notice of meeting received by the Depositary at least 30 days prior to the date of such vote or meeting), at from the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of German law and of the Deposit Agreement, articles of association or similar documents of the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by 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 such Holder's ADSs; and their respective American Depositary Shares, (c) a brief 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, together with an English translation thereof. Voting instructions may 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 given only issued in respect of a number meeting agenda items under certain circumstances by certain German banks (which for the purposes of American 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 from the owners of such shares, the certain German banks will vote such shares, except under certain limited circumstances, in accordance with the Recommendation issued under Section 128(2) of the Stock Corporation Act. The Depositary Shares representing an integral number of shall not itself exercise any voting discretion over any Shares or other Deposited Securities. Upon the timely receipt written request of written instructions an Owner of a Holder American Depositary Shares on such record date, received on or before the ADS Record Instruction Date of voting instructions in the manner specified (as established by the DepositaryDepositary for such purpose), the Depositary shall endeavor, insofar in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by those American Depositary Shares in accordance with the instructions set forth in such Receipt 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 voting instructionsinstructions or instructions deemed to have been received as set forth in the next paragraph. If the Company shall have timely requested that the Depositary distribute materials Subject to the Holders in connection with a meeting at which the holders of Deposited Securities following paragraph, if no specific voting instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any HolderOwner (to whom Notice was sent at the Company’s request) with respect to the Shares or Deposited Securities represented by such Owner’s American Depositary Shares on or before the Instruction Date, the Holder such Owner shall be deemed deemed, and the Depositary shall deem such Owner, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, Custodian with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and 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 this 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 written Recommendation (and without reference to any deemed proxy to be given to the Custodian), and thereafter, in any case in which no specific voting instructions are received by the Depositary from Holdersan Owner on or before the Instruction Date, no votes shall be cast at such meeting with respect to such Shares or Deposited Securities. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable in the Holder to return voting instructions preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary in a timely manner. Notwithstanding will vote the above, save for applicable provisions of Australian law and Shares or Deposited Securities in accordance with Section 5.3 of the Deposit Agreement, provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary shall not be liable for any failure as to carry out any instructions the exercise of voting rights relating to vote any of the Deposited Securities, or for if the manner in which such vote is cast or Company will request the effect Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such votemeeting and details concerning the matters to be voted upon not less than 45 days prior to the meeting date.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Swedish law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares Units are entitled to vote, or of solicitation of consents or proxies from holders of Shares Units or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares Units or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares Units or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares Units and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If There can be no assurance that Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in particular, will be given the Company shall have timely requested that opportunity to vote or cause the Depositary distribute materials Custodian to vote on the Holders in connection with a meeting at which same terms and conditions as the holders of Units. 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 or attempt to exercise the right to vote the Units or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under Section 4.9 of the Deposit Agreement and complied with the preceding paragraph and (ii) no instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holdera Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder shall be deemed 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 ADSs and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the that amount of Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenSecurities, provided, however, except that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxyproxy given, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would such matter materially and adversely affect affects the rights of holders of SharesADSs. The Depositary shall, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in form and substance satisfactory to the Depositary, to the effect that (a) the granting respect of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction Deposited Securities from Holders as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither ADS Record Date) for the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes sole purpose of establishing quorum at a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holdersmeeting of Holders of ADSs. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Brazilian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian United Kingdom law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, including the statement (as provided by the Company) of the Custodian which, if instructed by the Company, will act as a proxy bank in accordance with Section 135 of the German Stock Corporation Act (Aktiengesetz) (the “Proxy Bank”), setting forth its recommendations with regard to voting of the Shares pursuant to Section 135 (1) S. 4 No. 1 of the German Stock Corporation Act as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of Shares, together with an English translation thereof (the "Recommendation"); (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that, if no specific voting instruction is received prior to the record date set by the Depositary therefor, then the Holders shall in each case be deemed to have instructed the Depositary to give a proxy to the Proxy Bank to vote the Shares in accordance with the Recommendation pursuant to Section 135 (1) S. 4 No. 1 of the German Stock Corporation Act. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written or deemed instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense ’s expense, and provided no U.S. or Belgian legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given, or in which instructions may be deemed to have been given in accordance with this Article (16). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder of ADSs on the ADS Record Date of written voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by such ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested as aforesaid that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards instructions are not so received by the Depositary from any Holder or the Depositary receives timely voting instructions from a Holder but such instructions fail to specify the manner in which the Depositary is to vote or cause the Custodian to vote the Deposited Securities represented by such Holder’s ADSs, the Holder shall be deemed to have instructed the Depositary to refrain from voting, or causing to be voted, the Deposited Securities nor under such circumstances shall the Depositary give a discretionary proxy to a person or persons designated by the Company and Company. The Depositary will have no liability to the Depositary shall endeavor insofar as practicable and permitted under Company, any Holder or any Beneficial Owner resulting from the provisions of failure to vote or governing Deposited Securities refusal to give a discretionary proxy to under these circumstances. Similarly, in the event that voting on any resolution or matter is conducted by way of a person designated poll in accordance with the Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed lack of voting instructions, as set out above) received by the Company Depositary from Holders shall lapse. The Depositary will have no obligation to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) demand a poll with respect to any matter as to which the Company informs the Depositary (resolution and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will shall have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does for not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in having demanded voting a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawpoll. 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, attempt to exercise the right to vote, vote or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such any written or deemed instructions from HoldersHolders given as provided above. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the foregoing, save for applicable provisions of Belgian law and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice in English of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The As soon as practicable after receipt of notice of any meeting of the holders of Shares or other Deposited Securities, the Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions existwriting, mail by ordinary, regular mail delivery (or or, if permitted by law, by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), or otherwise distribute ) to Holders as of the ADS Record Date: (a) a summary in English or an English version of such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part in such statement by the Company), to instruct the Depositary as to the exercise of the voting rightsrights (subject to the restrictions detailed below), if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Holder to exercise such voting rights, by means of voting by mail (formulaire de vote par correspondance) or by a brief proxy (procuration) or otherwise; (d) a voting instruction card (which may include a formulaire de vote par correspondance or procuration (when applicable) and all other information, authorizations and certifications required under French law to vote Shares in registered form and Shares in bearer form) to be prepared by the Depositary and the Company (a "Voting Instruction Card") (including a statement as to the manner in which Shares with respect to which the Depositary receives an incomplete Voting Instruction Card will be voted) and setting forth the date established by the Depositary for the receipt of such instructions may Voting Instruction Card (the "Receipt Date"); and (e) a statement that, if the Depositary does not receive an instruction on or prior to the Receipt Date, the Holder will be given. Voting instructions may deemed to have instructed the Depositary to cause a general proxy (procuration en blanc) to be given only to the Chairman of the Board of the Company to vote such Deposited Securities in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securitiesaccordance with French law. Upon the timely receipt of written instructions by the Depositary from the Holder of a Holder properly completed Voting Instruction Card on or before the ADS Record Date of voting instructions in the manner specified by the DepositaryReceipt Date, the Depositary agrees with the relevant Holder that the Depositary shall endeavor, endeavor (i) insofar as practicable and permitted under any applicable law, the provisions of the Deposit AgreementFrench law, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote be voted the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt American Depositary Shares in accordance with the instructions set forth in such voting instructions. If Voting Instruction Card or (ii) to forward such instructions to the Company shall have timely requested Custodian and request that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to voteCustodian endeavor, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under any applicable provisions of French law, the Company's constituent documents and the provisions of or governing the Deposited Securities Securities, to give a discretionary proxy vote or cause to a person designated be voted the Shares represented by such American Depositary Shares in accordance with the instructions set forth in such Voting Instruction Card. If (i) the Depositary has solicited voting instructions under Section 4.8 of the Deposit Agreement and the Company gave the Depositary notice of the meeting and details of the matters to be voted on not less than 30 days prior to the meeting date and (ii) either (A) the Depositary timely receives a signed Voting Instruction Card from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenADSs on one or more matters at a meeting or (B) a Holder does not return a Voting Instruction Card, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs then the Depositary (and agrees with the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, relevant Holder that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositaryshall, to the effect that (a) the granting of such discretionary proxy does extent not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of prohibited by applicable law, rulerule or regulation, regulation or permit, cause a general proxy (cprocuration en blanc) the voting arrangement and deemed instruction as contemplated herein will to be given effect under Australian lawto the Chairman of the Board of the Company to vote such Deposited Securities in accordance with French Law. The Depositary shall not, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor shall ensure that the Custodian shallwill not, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, vote or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise vote that attaches to the Shares or other Deposited Securities represented by ADSs except pursuant to and American Depositary Shares other than in accordance with such written instructions from Holders. The Depositary will take no action to impair the ability of the Custodian to vote the number of Shares necessary to carry out the instructions of all Owners under Section 4.8 of the Deposit Agreement. The Company will provide all reasonable information and documents required by the Depositary to ensure that the Depositary is able to carry out its duties under Section 4.8 of the Deposit Agreement. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested There can be no assurance that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to voteand Beneficial Owners generally, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unlessin particular, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, the opportunity to vote or cause the Custodian to vote on the same terms and (d) conditions as the granting holders of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawShares. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. 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 4.9 and complied with the preceding paragraph and (ii) no instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder 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 ADSs 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. Notwithstanding the above, save for applicable provisions of Brazilian law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after ------------------------------ receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association and Memorandum of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of American Depositary Shares as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association and Memorandum of Association of the Company and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt Holder's American Depositary Shares, either on a show of hands, in which case the Custodian shall be instructed to vote in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the instructions received from Holders in connection with of a meeting at which the holders majority of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will instructions have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory given to the Depositary, or on a poll, in which case the Custodian shall be instructed to vote in accordance with the effect instructions received from the Holders giving instructions. The Company's Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the granting of such discretionary proxy does not subject the Depositary total Shares entitled to any reporting obligations in Australia , vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the granting total Shares (represented by such Holder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American Depositary Shares) with an aggregate paid up capital of such proxy will at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not result join in demanding a violation poll. The Company's Articles of applicable lawAssociation and Memorandum of Association (as in effect on the date hereof) further provide that the Chairman of the Board of the Company shall cast the deciding vote, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets event of the Depositary under Australian lawa tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by American Depositary Shares for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in this Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Luxembourg law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia the United Kingdom, (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian English law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian English law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian United Kingdom law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be Shares or other Deposited Securities represented by ADSs for which no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive specific voting instructions are received by the notice described above with sufficient time to enable Depositary from the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votevoted.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail transmission (or as otherwise agreed by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time)by the Company and the Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting , including an express indication that instructions may be given only (or be deemed to be given in respect accordance with the following paragraph of this section if no instruction is received) to the Depositary to give a number of American Depositary Shares representing an integral number of Shares discretionary proxy to a person or other Deposited Securitiespersons designated by the Company. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If In the Company shall have timely requested event that the Depositary distribute materials (a) timely receives voting instructions from a Holder which fail to specify the Holders manner in connection with a meeting at which the holders of Depositary is to vote the Deposited Securities represented by such Holder's ADSs or (b) if no instructions are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs on or before the ADS Record Date established by the Depositary for such purpose, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the such Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenSecurities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company. Notwithstanding the above, save for applicable provisions of Dutch law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentenceUNTIL THE DEPOSITARY RECEIVES WRITTEN NOTICE FROM THE COMPANY TO THE CONTRARY, as OWNERS OF AMERICAN DEPOSITARY SHARES REPRESENTED BY SHARES WILL NOT BE ENTITLED TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF VOTING RIGHTS PERTAINING TO SUCH SHARES, AND THE DEPOSITARY SHALL INSTEAD GIVE A DISCRETIONARY PROXY FOR SUCH SHARES TO A PERSON DESIGNATED BY THE COMPANY. UPON RECEIPT BY THE DEPOSITARY OF SUCH NOTICE TO THE CONTRARY, THEN AND THEREAFTER THE REMAINING PROVISIONS OF THIS PARAGRAPH SHALL APPLY. (i) As soon as practicable practicable, unless otherwise instructed by the Company, after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior mail to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: Owners a notice containing (a) such information as is contained in the notice of meeting or solicitation of consent or proxy; received by the Depositary, (b) a statement that the Holders each Owner at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, law and the provisions of the Deposit Agreement, Memorandum and Articles of Association of the Company's constituent documents Company and the provisions terms of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Holder's ADSs; Owners Receipts, and (c) a brief statement as to the manner in which such instructions may be given. Voting , including, when applicable, an express indication that instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary(or, the Depositary shall endeavorif applicable, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt deemed given in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials clause (ii) of this Paragraph 18 if no instruction is received) to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person Person designated by the Company and Company. Upon the written request of an Owner 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 give a discretionary proxy vote or cause to a person designated by the Company to vote be voted the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Owners Receipts as in accordance with any nondiscretionary instructions set forth in such request, including the instruction to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such give a discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person a Person designated by the Company would otherwise vote Company. The Depositary shall not, and the Depositary shall ensure that each Custodian or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights any of holders of Sharesits nominees shall not, provided, further, that the Company will have no liability to exercise any Holder or Beneficial Owner resulting from such notification and voting discretion over any Deposited Securities. (ii) unless, If after complying with respect to such meeting, the procedures set forth in this Paragraph the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject receive instructions from the Owner of a Receipt on or before the date established by the Depositary to any reporting obligations in Australia , (b) the granting of for such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreementpurpose, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or give a discretionary proxy for the manner in which Shares evidenced by such vote is cast or Receipt to a Person designated by the effect of any such voteCompany. 19.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s memorandum and articles of association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. The Depositary has been advised by the Company that under the Cayman Island’s law, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. Under the memorandum and articles of association of the Company (as in effect on the date hereof) a poll may be demanded by the chairman or one or more member(s) present in person or by proxy holding at least 10% in nominal value of the total issued shares giving the right to attend and vote at a meeting. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents memorandum and articles of association of the Company and the provisions of or governing the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced as follows: In the event voting takes place at a shareholders’ meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such the voting instructions received from a majority of holders of ADSs who provided voting instructions. If In the Company shall have timely requested that event voting takes place at a shareholders’ meeting by poll, the Depositary distribute materials to will instruct the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company Custodian to vote the Deposited Securities represented in accordance with the voting instructions received from the holders of ADSs. In the event of voting by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so givenpoll, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome Deposited Securities for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will no timely voting instructions have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy received will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawvoted. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights relating to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written for which no specific voting instructions are received by the Depositary from Holdersthe Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, vote or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. The Company agrees to timely provide such writing to the Depositary. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted by the Depositary or its nominee but may be directly voted by Holders in attendance at meetings of shareholders as proxy for the Depositary, subject to, and in accordance with, the provisions of this Section 4.8 and the constituent documents of the Company. Notwithstanding the above, save for applicable provisions of English law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding ; provided, however, that the above, save for applicable provisions Company shall use reasonable efforts to provide the Depositary notice of Australian law any meeting or solicitation of consent or proxy and details concerning the matters to be voted upon in accordance with Section 5.3 of the Deposit Agreement, requirements under English law to provide Holders and Beneficial Owners a reasonable opportunity to instruct the Depositary shall not be liable for any failure as to carry out any instructions the exercise of voting rights relating to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested There can be no assurance that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to voteand Beneficial Owners generally, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unlessin particular, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, the opportunity to vote or cause the Custodian to vote on the same terms and (d) conditions as the granting holders of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawShares. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and and, except as set forth below, neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. If (i) the Company instructed the Depositary to act under this Section 4.9 and complied with the preceding paragraph and (ii) no instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder 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 ADSs 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) 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 ADSs. Notwithstanding the above, save for applicable provisions of Brazilian law, and in accordance with the terms of Section 5.3, the Depositary and the Company shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject The Depositary or, if the Deposited Securities are registered in the name of or held by its nominee, its nominee, subject to and in accordance with the next sentenceCompany’s constituent documents, irrevocably appoints the Holder hereof for the time being on the record date (the “Voting Record Date”) fixed by the Depositary in respect of any meeting (at which holders of Shares or other Deposited Securities are entitled to vote) as its proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) in respect of the Deposited Securities represented hereby on the Voting Record Date. In respect of any such meeting such Holder can appoint any person to attend, vote and speak on its behalf subject to and in accordance with the provisions of this paragraph and the constituent documents of the Company. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall will in accordance with paragraph 13 fix the ADS Voting Record Date in respect of such meeting or solicitation of such consent or proxysolicitation. The Depositary shallor, if requested by the Company in writing in a timely so determines, the Company, will distribute by mail, or such other means and manner (as may be mutually agreed between the Depositary having no obligation to take any further action if and the request shall not have been received by the Depositary at least 30 days prior Company, to the date Holder of record hereof on such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Voting Record Date: (a) such information as is contained in such notice of meeting or in the solicitation of consent or proxy; materials, (b) a Receipt proxy card in a form prepared by the Depositary, (c) a statement that the Holders Holder hereof at the close of business on the ADS Voting Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, either (i) to use such Receipt proxy card in order to attend, vote and speak at such meeting as the proxy of the Depositary or its nominee solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by this Receipt or (which provisionsii) to appoint any other person as the substitute proxy of such Holder, if any, shall be summarized in pertinent part solely with respect to the Shares or other Deposited Securities represented by the Company), American Depositary Shares evidenced by this Receipt or (iii) to instruct provide Voting Instructions to the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by this Receipt, and (d) if the Depositary is to be given Voting Instructions by such Holder's ADSs; and (c) , a brief statement as to the manner in which such instructions may be given. Voting instructions Instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securitiesto the Depositary. Upon the timely receipt of written instructions request of a Holder of record hereof on the ADS Voting Record Date of voting instructions in received on or before the manner specified date established by the DepositaryDepositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, and the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, to vote or cause to be voted the Custodian Deposited Securities in accordance with the instructions set forth in such request. Any appointment or purported appointment by a Holder (or such Holder's substitute proxy) of the Depositary as proxy in respect of Deposited Securities held by the Depositary, and any appointment or purported appointment by such a Holder (or such Holder's substitute proxy) of the Depositary’s nominee as proxy in respect of Deposited Securities held by that nominee, shall operate (a) as a renunciation of the proxy initially provided by the Depositary or its nominee to vote such Holder or such Holder's substitute proxy in relation to those Deposited Securities, and (b) as an instruction to the Shares and/or other Depositary (or its nominee, as the case may be) to cast the votes attaching to those Deposited Securities (or to refrain from casting such votes) in person the manner indicated by the Holder (or by such Holder's substitute proxy) represented by ADSs evidenced by in the appointment or purported appointment. For the avoidance of doubt, when the Depositary receives Voting Instructions from a substitute proxy of a Holder (including, without limitation, instructions from ADP Inc. or any other entity acting on behalf of participants and/or customers of participants within The Depository Trust Company) or their agents, and such Receipt registered Holder has notified the Depositary that it holds Receipts on behalf of such substitute proxies, the Depositary shall treat such Voting Instructions as coming from an entity that holds Receipts on behalf of such substitute proxies and the Depositary shall vote or cause to be voted the Deposited Securities in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances shall exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, vote or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented by ADSs American Depositary Shares evidenced hereby except pursuant to and in accordance with such written instructions Voting Instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to hereof given in accordance with this paragraph 14. Shares or other Deposited Securities represented by American Depositary Shares evidenced hereby for which no specific Voting Instructions are received by the Depositary from the Holder hereof shall not be voted by the Depositary but may be directly voted by the Holder in a timely manner. Notwithstanding attendance at meetings of shareholders as proxy for the aboveDepositary or its nominee, save for applicable provisions of Australian law subject to, and in accordance with Section 5.3 of the Deposit Agreementwith, the Depositary shall not be liable for any failure to carry out any instructions to vote any provisions of this paragraph and the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteCompany’s constituent documents.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, vote or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. The Company agrees to timely provide such writing to the Depositary. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted by the Depositary or its nominee but may be directly voted by Holders in attendance at meetings of shareholders as proxy for the Depositary, subject to, and in accordance with, the provisions of this Section 4.8 and the constituent documents of the Company. Notwithstanding the above, save for applicable provisions of English law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding ; provided, however, that the above, save for applicable provisions Company shall use reasonable efforts to provide the Depositary notice of Australian law any meeting or solicitation of consent or proxy and details concerning the matters to be voted upon in accordance with Section 5.3 of the Deposit Agreement, requirements under English law to provide Holders and Beneficial Owners a reasonable opportunity to instruct the Depositary shall not be liable for any failure as to carry out any instructions the exercise of voting rights relating to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be givengiven or in which such instructions may be deemed to have been given in accordance with Section 4.8 of the Deposit Agreement, including an express indication that instructions may be given (or be deemed to have been given in accordance with the immediately following paragraph of this Article if no instruction is received) to the Depositary to give a discretionary proxy to a person or persons 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 or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If In the Company shall have timely requested event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary distribute materials to will refrain from voting and the Holders in connection with a meeting at which voting instructions (or the holders of Deposited Securities are entitled to votedeemed voting instructions, to the extent voting instruction cards are not so as set out above) received by the Depositary from any Holder, the Holder Holders shall be deemed lapse. The Depositary will have no obligation to have instructed the Depositary to give demand voting on a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) poll basis with respect to any matter as to which the Company informs the Depositary (resolution and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will shall have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does for not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in having demanded voting on a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawpoll basis. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company. Shares or other Deposited Securities represented by ADSs for which (i) no timely voting instructions are received by the Depositary from the Holder, or (ii) timely voting instructions are received by the Depositary from the Holder but such voting instructions fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, shall be voted in the manner provided in this Article (15) and the Deposit Agreement. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares CUFS are entitled to vote, or of solicitation of consents or proxies from holders of Shares CUFS or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents documents, the requirements of the CUFS Depositary and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the CompanyCompany and/or the CUFS Depositary), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares underlying the CUFS or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares CUFS or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents documents, the requirements of the CUFS Depositary and the provisions of or governing the Deposited Securities, to vote instruct or cause the Custodian to instruct the CUFS Depositary to vote the Shares underlying the CUFS and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall instruct the CUFS Depositary to vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares represented by the CUFS or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares underlying CUFS or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Irish law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary, for the Depositary to instruct the CUFS Depositary or for the CUFS Depositary to vote in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as reasonably practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 20 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable lawprovision of the law of the Russian Federation, the provisions Charter of the Deposit Agreement, the Company's constituent documents Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Charter of the Company and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt Receipt(s) in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be Shares or other Deposited Securities represented by ADSs for which no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive specific voting instructions are received by the notice described above with sufficient time to enable Depositary from the Holder shall not be voted. Neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to return voting, grant any proxy or power of attorney to another person to vote Shares or other Deposited Securities represented by the American Depositary Shares in such other person’s discretion, vote any number of Shares or other Deposited Securities other than an integral number thereof, vote Shares or other Deposited Securities in a manner that would be inconsistent with any applicable law. A separate written request shall be required for each such meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities. Shares or other Deposited Securities evidenced by Receipts for which no specific voting instructions have been received shall not be voted. Instructions in respect of any ADS shall be deemed to have been received only if received in accordance with the terms of this Deposit Agreement. The Company agrees that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, this Section 4.8, and to use its best efforts to provide timely notice to the Depositary which will enable the timely notification of Holders as to any change in a timely manner. Notwithstanding applicable law or the above, save for applicable provisions of Australian law and Company’s charter resulting in accordance with Section 5.3 limitations on the ability of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of a particular ADS according to the Deposited Securities, or for the manner voting instructions received in which regard to such vote is cast or the effect of any such voteADS.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written for which no specific voting instructions are received by the Depositary from Holdersthe Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Malaysian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Irish law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Swedish law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such HolderXxxxxx's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian English law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with paragraph (17) . The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's Company s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) an English summary of such notice of meeting or solicitation of consent or proxy; proxy in the format provided by the Company for such purposes, (b) a statement that the Holders at the close of business on the ADS Record Date ("Voters") will be entitled, subject to any applicable French law, the Articles of Association of the Company, the provisions of the ADS Deposit Agreement, the Company's constituent documents ADR representing the Voters ADSs and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in English in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Holder s ADSs; , by means of voting by mail (formulaire de vote par correspondence) or by proxy (formulaire de vote par procuration), and (c) a brief statement as voting instruction card (including a formulaire de vote par correspondence and a formulaire de vote par procuration) and all other information, authorizations and certifications required under French law to allow Voters to vote Shares in registered form and Shares in bearer form to be prepared by the manner in which such instructions may be givenDepositary and the Company (a "Voting Instruction Card"). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions Voting Instruction Cards in the manner specified by the Depositary on or before the response date established for such purpose (the "Receipt Date") (which shall be at least five (5) calendar days prior to the date of the meeting), the Depositary shall forward, as soon as practicable, the number and nature of ADSs voted to the Custodian, shall retain Voting Instructions Cards received by the Depositary for three (3) years, and shall furnish such cards upon request to the Company. Notwithstanding the foregoing, if the Depositary timely receives from a Holder (who has otherwise satisfied all conditions to voting contemplated herein) voting instructions which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of all resolutions proposed and agreed by the Company s board of directors and against all others. The Depositary will not knowingly take any action to impair its ability to cause to be voted the number of Shares necessary to carry out the instructions of all Beneficial Owners. In the case of a Voting Instruction Card received in respect of any holder of ADSs who is not the Beneficial Owner of the ADSs on the books of the Depositary, the Depositary will not cause to be voted the number of Shares represented by such ADSs unless the Depositary has received evidence that such number of ADSs has been deposited in a blocked account for the Blocked Period. The Depositary will not cause to be voted Shares represented by ADSs in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Holder to exercise its voting rights under the ADS Deposit Agreement. The Company has informed the Depositary that, as of the date hereof, under French company law and the Company s Articles of Association, a precondition for exercising any voting rights is that, in the case of a holder of Shares in registered form, such holder be registered in the share register of the Company at least five (5) days prior to the date of the stockholders meeting or, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary to issue, and shall provide to the Company, a certificat d immobilisation de titres au porteur for such Shares evidencing the immobilization of its Shares until the time fixed for such meeting, at least five (5) days prior to the date of the meeting. Pursuant to these requirements, a Voter who desires to exercise its voting rights with respect to ADSs representing Shares in registered form is required to (a) be registered in the share register of the Company, (b) complete, sign and return the Voting Instruction Card to the Depositary by the Receipt Date, and (c) instruct the Depositary to request that the Custodian deposit the formulaire de vote par correspondence or the formulaire de vote par procuration with the Company, at least five (5) days prior to the date of the stockholder s meeting. Pursuant to these requirements, a Voter who desires to exercise its voting rights with respect to ADRs representing Shares in bearer form is required to comply with one of two procedures, depending on whether its ADSs are recorded in its name on the books of the Depositary. With respect to ADRs which are recorded in a Voter s name on the books of the Depositary, a Voter that desires to exercise its voting rights is required to (a) instruct the Depositary to block the transfer of its ADSs until the completion of such meeting, (b) complete, sign and return the Voting Instruction Card to the Depositary by the Receipt Date, and (c) instruct the Depositary to (i) furnish the Custodian with any information required in accordance with French law or the Company s Articles of Association, (ii) notify the Custodian that the transfer of such ADSs has been blocked, (iii) request that the Custodian issue a certificat d immobilisation de titres au porteur with respect to such Shares and (iv) request that the Custodian deposit such certificat d immobilisation together with a formulaire de vote par correspondence or a formulaire de vote par procuration with the Company at least five (5) calendar days prior to the date of the meeting and give notice to the Company of such Voter s intention to vote. With respect to ADSs which are not recorded in a Voter s name on the books of the Depositary, a Voter that desires to exercise its voting rights is required to deposit the relevant number of ADSs in a blocked account established for such purpose by the Depositary with The Depository Trust Company ("DTC") for a period to commence on a date to be specified (which date will be at least five (5) days prior to the date of the stockholders meeting) until the completion of such meeting (the "Blocked Period") and to comply with clauses (b) and (c) of the preceding sentence. Upon receipt by the Depositary of (i) a properly completed Voting Instruction Card on or before the Receipt Date, and (ii) evidence satisfactory to the Depositary that the applicable conditions of the preceding paragraph have been satisfied, the Depositary shall endeavor, insofar as practicable and permitted under any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (French law and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights s Articles of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the DepositaryAssociation, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary cause to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in voted the Shares represented by such ADSs in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only cause to be voted Shares represented by ADSs in respect of which a properly completed Voting Instruction Card has been received and only in accordance with the American instructions contained in the Voting Instruction Card. The Depositary will not knowingly take any action to impair its ability to cause to be voted the number of Shares being treated as assets necessary to carry out the instructions of all Beneficial Owners. In the case of a Voting Instruction Card received in respect of any holder of ADSs who is not the Beneficial Owner of the ADSs on the books of the Depositary, the Depositary will not cause to be voted the number of Shares represented by such ADSs unless the Depositary has received evidence that such number of ADSs has been deposited in a blocked account for the Blocked Period. The Depositary will not cause to be voted Shares represented by ADSs in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Holder to exercise its voting rights under Australian lawthe ADS Deposit Agreement. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive as otherwise contemplated herein. Deposited Securities represented by ADSs for which no timely voting instructions are received by the notice described above with sufficient time to enable Depositary from the Holder shall not be voted. Subject to return applicable laws or rules of any securities exchange on which the Deposited Securities are listed or traded, at least three (3) Business Days prior to the date of a meeting, the Depositary shall, unless the Company has agreed to a later Receipt Date, deliver the Company a tabulation of the voting instructions to received from Holders of ADSs, if any, and the Depositary in a timely manner. Notwithstanding shall vote, or cause to be voted, the above, save for applicable provisions of Australian law and Deposited Securities represented by such Holders ADSs in accordance with Section 5.3 such instructions. Notwithstanding anything else contained in the ADS Deposit Agreement or in any ADR to the contrary, the Depositary and the Company may, by agreement between them, with notice to the Holders, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate (subject, in each case, to the terms of Sections 6.1 and 7.8 of the ADS Deposit Agreement). Notwithstanding anything else contained in the ADS Deposit Agreement or any ADR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any of the Deposited Securitiesmeeting, or for solicitation of consents or proxies, of holders of Deposited Securities if the manner in which taking of such vote is cast or the effect of any such voteaction would violate U.S. laws.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested There can be no assurance that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to voteand Beneficial Owners generally, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unlessin particular, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, the opportunity to vote or cause the Custodian to vote on the same terms and (d) conditions as the granting holders of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawShares. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. 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 4.9 and complied with the preceding paragraph and (ii) no instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder 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 ADSs 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 Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable in the Holder to return voting instructions preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in a timely manneraccordance with the provisions set forth in the preceding paragraph. Notwithstanding the above, save for applicable provisions of Australian law Brazilian law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Gibraltar law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxy containing a brief description of the matters to be voted upon (such description to be based on language provided by the Company); (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. The Company shall provide such writing to the Depositary in a timely manner. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Notwithstanding the above, save for applicable provisions of Spanish law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be givengiven or deemed given in accordance with the next paragraph. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Spanish law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting from the Company and any solicitation materials (or solicitation of consent or proxy; a summary thereof), (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable provisions of Norwegian law, the provisions Articles of Association of the Deposit AgreementCompany and any agreement which might be reached with, and according to the Company's constituent documents and the provisions rules of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)VPS, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holders' ADRs if such Holder is a registered shareholder of the Company on the VPS prior to such meeting, (c) a statement as to the Shares or and other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders' ADRs and (cd) a brief statement as to the manner in which such instructions may be given. Voting Under Norwegian law, the Depositary may not exercise the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs except as proxy pursuant to voting instructions may be given only in respect from the Holders of a number of American Depositary Shares the ADSs representing an integral number of Shares or other such Deposited Securities. Upon the timely receipt of written instructions request of a Holder on such record date, received on or before the ADS Record Date of voting instructions in the manner specified date established by the DepositaryDepositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall will endeavor insofar as practicable and permitted under Norwegian law, the Deposit Agreement, the provisions of or governing the Articles of Association of the Company, any agreement which may be reached with the VPS and the rules of the VPS to cause the corresponding Deposited Securities to give be temporarily transferred in the VPS to the account of such Holder, to cause notice to be given to the Company and, as proxy, to vote or cause to be voted (or grant a discretionary proxy to a person designated by the Company to vote vote), or otherwise to give effect to the Deposited Securities written request of such Holder by voting or causing to be voted, the amount of Shares represented by the American Depositary Shares ADSs evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and ADRs in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner set forth in which such vote is cast or the effect of any such voterequest.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Incorporation and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an a Unit, or integral number multiples thereof, of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Incorporation and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the The Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian lawnot, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor shall cause the Custodian shallnot to, under any circumstances exercise any discretion as to voting, and neither the Depositary nor shall not, and shall cause the Custodian shall not to, vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. The Depositary shall not, and shall cause the Custodian not to, vote Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder. Notwithstanding the foregoing, if (i) the Company made a request to the Depositary as contemplated in the second sentence of this Section, (ii) no instructions are received by the Depositary from a Holder with respect to an amount of Shares or other Deposited Securities represented by the Holder’s American Depositary Shares on or before the date established by the Depositary for that purpose and (iii) the Depositary has been provided with a legal opinion from the Company’s Japanese counsel in form and substance reasonably acceptable to it, the Depositary shall deem that Holder to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Shares or other Deposited Securities, except that such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists with respect to that matter, or (z) the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Depositary Share Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Depositary Share Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Depositary Share Record Date will be entitled, subject to any applicable law, the provisions Company’s Certificate of the Deposit Agreement, the Company's constituent documents Incorporation and Bylaws and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of Depositary Shares on the ADS Depositary Share Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Bylaws and the provisions of or governing the Deposited Securities, to vote or cause the Custodian Depositary to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs Depositary Shares evidenced by such Depositary Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances circumstances, exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs Depositary Shares except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian the law of Delaware, and in accordance with the terms of Section 5.3 of the Deposit Agreementhereof, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with paragraph (17) . The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's Company s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) an English summary of such notice of meeting or solicitation of consent or proxy; proxy in the format provided by the Company for such purposes, (b) a statement that the Holders at the close of business on the ADS Record Date (“Voters”) will be entitled, subject to any applicable French law, the Articles of Association of the Company, the provisions of the ADS Deposit Agreement, the Company's constituent documents ADR representing the Voters ADSs and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in English in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Holder s ADSs; , by means of voting by mail (formulaire de vote par correspondence) or by proxy (formulaire de vote par procuration), and (c) a brief statement as voting instruction card (including a formulaire de vote par correspondence and a formulaire de vote par procuration) and all other information, authorizations and certifications required under French law to allow Voters to vote Shares in registered form and Shares in bearer form to be prepared by the manner in which such instructions may be givenDepositary and the Company (a “Voting Instruction Card”). Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record Date of voting instructions Voting Instruction Cards in the manner specified by the Depositary on or before the response date established for such purpose (the “Receipt Date”) (which shall be at least five (5) calendar days prior to the date of the meeting), the Depositary shall forward, as soon as practicable, the number and nature of ADSs voted to the Custodian, shall retain Voting Instructions Cards received by the Depositary for three (3) years, and shall furnish such cards upon request to the Company. Notwithstanding the foregoing, if the Depositary timely receives from a Holder (who has otherwise satisfied all conditions to voting contemplated herein) voting instructions which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of all resolutions proposed and agreed by the Company s board of directors and against all others. The Depositary will not knowingly take any action to impair its ability to cause to be voted the number of Shares necessary to carry out the instructions of all Beneficial Owners. In the case of a Voting Instruction Card received in respect of any holder of ADSs who is not the Beneficial Owner of the ADSs on the books of the Depositary, the Depositary will not cause to be voted the number of Shares represented by such ADSs unless the Depositary has received evidence that such number of ADSs has been deposited in a blocked account for the Blocked Period. The Depositary will not cause to be voted Shares represented by ADSs in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Holder to exercise its voting rights under the ADS Deposit Agreement. The Company has informed the Depositary that, as of the date hereof, under French company law and the Company s Articles of Association, a precondition for exercising any voting rights is that, in the case of a holder of Shares in registered form, such holder be registered in the share register of the Company at least five (5) days prior to the date of the stockholders meeting or, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary to issue, and shall provide to the Company, a certificat d immobilisation de titres au porteur for such Shares evidencing the immobilization of its Shares until the time fixed for such meeting, at least five (5) days prior to the date of the meeting. Pursuant to these requirements, a Voter who desires to exercise its voting rights with respect to ADSs representing Shares in registered form is required to (a) be registered in the share register of the Company, (b) complete, sign and return the Voting Instruction Card to the Depositary by the Receipt Date, and (c) instruct the Depositary to request that the Custodian deposit the formulaire de vote par correspondence or the formulaire de vote par procuration with the Company, at least five (5) days prior to the date of the stockholder s meeting. Pursuant to these requirements, a Voter who desires to exercise its voting rights with respect to ADRs representing Shares in bearer form is required to comply with one of two procedures, depending on whether its ADSs are recorded in its name on the books of the Depositary. With respect to ADRs which are recorded in a Voter s name on the books of the Depositary, a Voter that desires to exercise its voting rights is required to (a) instruct the Depositary to block the transfer of its ADSs until the completion of such meeting, (b) complete, sign and return the Voting Instruction Card to the Depositary by the Receipt Date, and (c) instruct the Depositary to (i) furnish the Custodian with any information required in accordance with French law or the Company s Articles of Association, (ii) notify the Custodian that the transfer of such ADSs has been blocked, (iii) request that the Custodian issue a certificat d immobilisation de titres au porteur with respect to such Shares and (iv) request that the Custodian deposit such certificat d immobilisation together with a formulaire de vote par correspondence or a formulaire de vote par procuration with the Company at least five (5) calendar days prior to the date of the meeting and give notice to the Company of such Voter s intention to vote. With respect to ADSs which are not recorded in a Voter s name on the books of the Depositary, a Voter that desires to exercise its voting rights is required to deposit the relevant number of ADSs in a blocked account established for such purpose by the Depositary with The Depository Trust Company (“DTC”) for a period to commence on a date to be specified (which date will be at least five (5) days prior to the date of the stockholders meeting) until the completion of such meeting (the “Blocked Period”) and to comply with clauses (b) and (c) of the preceding sentence. Upon receipt by the Depositary of (i) a properly completed Voting Instruction Card on or before the Receipt Date, and (ii) evidence satisfactory to the Depositary that the applicable conditions of the preceding paragraph have been satisfied, the Depositary shall endeavor, insofar as practicable and permitted under any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (French law and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights s Articles of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the DepositaryAssociation, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary cause to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in voted the Shares represented by such ADSs in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only cause to be voted Shares represented by ADSs in respect of which a properly completed Voting Instruction Card has been received and only in accordance with the American instructions contained in the Voting Instruction Card. The Depositary will not knowingly take any action to impair its ability to cause to be voted the number of Shares being treated as assets necessary to carry out the instructions of all Beneficial Owners. In the case of a Voting Instruction Card received in respect of any holder of ADSs who is not the Beneficial Owner of the ADSs on the books of the Depositary, the Depositary will not cause to be voted the number of Shares represented by such ADSs unless the Depositary has received evidence that such number of ADSs has been deposited in a blocked account for the Blocked Period. The Depositary will not cause to be voted Shares represented by ADSs in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Holder to exercise its voting rights under Australian lawthe ADS Deposit Agreement. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive as otherwise contemplated herein. Deposited Securities represented by ADSs for which no timely voting instructions are received by the notice described above with sufficient time to enable Depositary from the Holder shall not be voted. Subject to return applicable laws or rules of any securities exchange on which the Deposited Securities are listed or traded, at least three (3) Business Days prior to the date of a meeting, the Depositary shall, unless the Company has agreed to a later Receipt Date, deliver the Company a tabulation of the voting instructions to received from Holders of ADSs, if any, and the Depositary in a timely manner. Notwithstanding shall vote, or cause to be voted, the above, save for applicable provisions of Australian law and Deposited Securities represented by such Holders ADSs in accordance with Section 5.3 such instructions. Notwithstanding anything else contained in the ADS Deposit Agreement or in any ADR to the contrary, the Depositary and the Company may, by agreement between them, with notice to the Holders, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate (subject, in each case, to the terms of Sections 6.1 and 7.8 of the ADS Deposit Agreement). Notwithstanding anything else contained in the ADS Deposit Agreement or any ADR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any of the Deposited Securitiesmeeting, or for solicitation of consents or proxies, of holders of Deposited Securities if the manner in which taking of such vote is cast or the effect of any such voteaction would violate U.S. laws.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions existexpense, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Articles of Association of the Deposit Agreement, the Company's constituent documents Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, Articles of Association of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt Holder's American Depositary Shares in accordance with such voting instructions. If A precondition for exercising any voting rights by Holders is that such Holder is registered in the register of stockholders of the Company shall have timely requested that not less than five days prior to the date of the meeting and while attending such meeting. Pursuant to these requirements, Holders of Receipts will be entitled to deposit their Receipts in a blocked account with the Depositary distribute materials and to instruct the Depositary to request a Custodian to cause the equivalent underlying Shares to be registered in the Finnish book entry securities system in the name of the Holder and to give notice to the Holders Company of the Holder's intention to attend the meeting and to vote the Shares at such meeting in connection with person or by proxy. Upon the written request of a meeting at which Holder on such record date, received on or before the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received date established by the Depositary from any Holderfor such purpose, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under to vote or cause to be voted the provisions of Shares or governing other Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which ADR in accordance with the instructions set forth in such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to request. Immediately following 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 to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to Custodian will re-register the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result Shares in the Finnish book entry securities system in the name in which such Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawwere previously registered. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise of, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by American Depositary Shares for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of French law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian New Zealand law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian French law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), Company and at the Company's expense and provided no U.S. legal prohibitions exist, expense) mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, Articles of Association of the Company's constituent documents Company and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced held by such Receipt Holder in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise of, the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail transmission (or as otherwise agreed by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time)by the Company and the Depositary, or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association (statuts) and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the CompanyCompany in such notice), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Articles of Association (statuts) and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of French law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, manner or for the manner in which such vote is cast or the effect of any such voteat all.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested There can be no assurance that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to voteand Beneficial Owners generally, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unlessin particular, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, the opportunity to vote or cause the Custodian to vote on the same terms and (d) conditions as the granting holders of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawShares. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and and, except as set forth below, neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. If (i) the Company instructed the Depositary to act under this Section 4.9 and complied with the preceding paragraph and (ii) no instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder 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 ADSs 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) 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 ADSs. Notwithstanding the above, save for applicable provisions of Brazilian law, and in accordance with the terms of Section 5.3, the Depositary and the Company shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent consents or proxyproxies; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares ADSs representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Estatuto Social and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested There can be no assurance that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to voteand Beneficial Owners generally, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unlessin particular, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, the opportunity to vote or cause the Custodian to vote on the same terms and (d) conditions as the granting holders of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawShares. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. 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 4.9 and complied with the preceding paragraph and (ii) no instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the date established by the Depositary for such purpose, the Depositary shall deem that Holder 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 ADSs 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. Notwithstanding the above, save for applicable provisions of Brazilian law, and in accordance with the terms of Section 5.3, the Depositary and the Company shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit AgreementGerman law, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, vote or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. The Company agrees to timely provide such writing to the Depositary. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted by the Depositary or its nominee but may be directly voted by Holders in attendance at meetings of shareholders as proxy for the Depositary, subject to, and in accordance with, the provisions of this Section 4.8 and the constituent documents of the Company. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner; provided, however, that the Company shall use reasonable efforts to provide the Depositary notice of any meeting or solicitation of consent or proxy and details concerning the matters to be voted upon in accordance with the requirements under English law to provide Holders and Beneficial Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities. Notwithstanding the above, save for applicable provisions of Australian English law and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) subject to the next paragraph, a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Until such time as the Company's Articles of Association permit pass-through voting of the ADSs, a precondition for exercising any such voting rights is that such Holder is registered in the register of shareholders of the Company shall have timely requested that not less than ten calendar days prior to the date of the meeting and gives the Company notice of its intention to attend the meeting, in person or by proxy, not later than a date (being not earlier than five calendar days before the meeting) specified in the notice convening the meeting. Pursuant to these requirements, Holders of record will be entitled to deposit their ADSs in a blocked account with the Depositary distribute materials and to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed instruct the Depositary to give request a discretionary proxy Custodian to a person designated by cause the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of equivalent underlying Shares or governing other Deposited Securities to be registered in a Holder's name and to give a discretionary proxy notice to a person designated by the Company of a Holder's intention to vote the Shares or other Deposited Securities represented by at such a meeting in person. Such notice shall also contain a statement that a Holder who deposits ADSs in a blocked account with the American Depositary Shares evidenced by such and who instructs a Custodian to register in the Holder's Receipts as to which name the equivalent underlying Shares or other Deposited Securities for the purpose of voting such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to Shares or other Deposited Securities at 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 to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights meeting of holders of SharesShares or other Deposited Securities may instruct the Depositary, provided, further, that the Company will have no liability to immediately following any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, to request such Custodian to reregister the Depositary has been provided with an opinion of counsel Shares or other Deposited Securities in the name in which such Shares or other Deposited Securities were previously registered and to release to the Company, in form and substance satisfactory to Holder from the Depositary, to blocked account the effect that (a) the granting of ADRs evidencing ADSs representing such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation Shares or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian lawother 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as As soon as practicable ------------------------------ after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association and Memorandum of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of American Depositary Shares as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents Articles of Association and Memorandum of Association of the Company and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt Holder's American Depositary Shares , either on a show of hands, in which case the Custodian shall be instructed to vote in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the instructions received from Holders in connection with of a meeting at which the holders majority of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will instructions have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory given to the Depositary, or on a poll, in which case the Custodian shall be instructed to vote in accordance with the effect instructions received from the Holders giving instructions. The Company's Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the granting of such discretionary proxy does not subject the Depositary total Shares entitled to any reporting obligations in Australia , vote on a resolution or (b) Shares with an aggregate paid up capital of at least Rs.50,000. As a result, unless specifically instructed by a Holder or Holders holding (a) at least 10% of the granting total Shares (represented by such Holder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American Depositary Shares) with an aggregate paid up capital of such proxy will at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not result join in demanding a violation poll. The Company's Articles of applicable lawAssociation and Memorandum of Association (as in effect on the date hereof) further provide that the Chairman of the Board of the Company shall cast the deciding vote, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets event of the Depositary under Australian lawa tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by American Depositary Shares for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in this Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, and, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 21 days prior to the date of such vote or meeting)meeting and, at the Company's expense ’s expense, and provided no U.S. legal prohibitions exist, the Depositary shall, or shall procure that its agent shall, mail by ordinaryregular, regular ordinary mail delivery, electronic mail delivery or otherwise (or by electronic mail or as otherwise agreed by between the Company and the Depositary in writing from time to time), Depositary) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be he entitled, subject to any applicable law, the provisions Company’s Articles of the Deposit Agreement, the Company's constituent documents Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting , including an express indication that such instructions may be given only or deemed given in respect accordance with the last paragraph of this Article (15) if no instruction is received, to the Depositary to give a number of American Depositary Shares representing an integral number of Shares or other Deposited Securitiesdiscretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the DepositaryDate, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, law and the provisions of the Deposit Agreement, the Company's constituent documents ’s Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced held by such Receipt Holder in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. There can be Notwithstanding the prior paragraph, if voting instructions are sought and no assurance that Holders or Beneficial Owners generally or such instructions are received by the Depositary from any Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Holders of Receipts on or Beneficial Owner in particular will receive before the notice described above with sufficient time to enable date established by the Depositary for such purpose, the Depositary shall deem such Holder to return voting have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instructions 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) 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. Notwithstanding anything to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreementcontrary contained herein, the Depositary shall not be liable obligated to give any such deemed instruction unless and until the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (i) such deemed instruction does not subject the Depositary to any reporting obligations in the Republic of South Africa, (ii) such deemed instruction will not result in a violation of South African law, rule, regulation or permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under South African law, and (iv) the Depositary will not be deemed to be authorized to exercise, or in fact exercising, any discretion when voting in accordance with the terms of this Article (15) under South African law and, the Depositary will not be subject to any liability under South African law for any failure to carry out any instructions to vote any losses arising from the exercise of the Deposited Securitiesvoting arrangements set forth in this Article (15). If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in South African law such that the foregoing opinion could no longer be rendered favorably in whole or in part, or for the manner in which Company shall promptly notify the Depositary of such vote is cast or change and the effect Holders shall thereafter not be deemed to have given any such instruction. The Company agrees to direct its counsel to inform it of any such votechanges in South African law.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs’s American Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's ’s constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian United Kingdom law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company’s Memorandum of the Deposit Agreement, the Company's constituent documents Incorporation and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s Memorandum of Incorporation and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of South African law, and in accordance with the terms of Section 5.3, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery (or by electronic mail or as otherwise agreed by the Company and the Depositary in writing from time to time), or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian Philippine law and in accordance with Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS DS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic mail or as otherwise may be agreed by between the Company and the Depositary in writing from time to time), ) or otherwise distribute to Holders as of the ADS DS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS DS Record Date will be entitled, subject to any applicable law, the provisions Company’s Certificate of the Deposit Agreement, the Company's constituent documents Incorporation and By-laws and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsDepositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of Depositary Shares on the ADS DS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Deposit Agreement, the Company's constituent documents ’s By-laws and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. 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, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs DSs except pursuant to and in accordance with such written instructions from Holders. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Australian the law of Delaware, and in accordance with the terms of Section 5.3 of the Deposit Agreementhereof, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which such vote is cast or the effect of any such vote.