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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company'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 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 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 this 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 the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In If the event Company shall have timely requested 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 will refrain from 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 and the voting instructions instruction cards are not so received by the Depositary from Holders any Holder, the Holder shall lapse. The be deemed to have instructed the Depositary will have 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 obligation to demand voting on a poll basis such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any resolution matter as to which the Company informs the Depositary (and shall 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 for 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 having demanded 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 on a poll basisarrangement 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 American Depositary Shares 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. 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 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) and ), at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the this Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; 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 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 this Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares evidenced by such Receipt Holder's ADSs in accordance with such voting instructions. In the event that voting on any resolution Shares or matter is conducted on a show of hands basis in accordance with the articles of association of the Company, the Depositary will refrain from voting and the other Deposited Securities for which no specific voting instructions are received by the Depositary from Holders the Holder shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe voted. 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 American Depositary Shares 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 represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding The Depositary shall use its best efforts, if requested in writing by the aboveCompany prior to the mailing to Holders of such meeting materials, save for applicable provisions to deliver, at least two business days prior to the date of such meeting, to the laws Company, to the attention of England and Walesits Secretary, and copies of all instructions received from Holders in accordance with which the terms Depositary will vote, or cause to be voted, the Deposited Securities represented by the ADSs evidenced by such Receipts at such meeting. Delivery of Section 5.3 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 be liable for have any failure obligation to carry out take any instructions action with respect to vote 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 Deposited Securities or Company's U.S. counsel addressing any actions requested to be taken if requested by the manner in which such vote is cast or the effect of any such voteDepositary. 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.

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 exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles ’s Articles of association Association (statuts) 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 American Depositary SharesADSs; 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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, 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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, 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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, 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) and ), 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles ’s Memorandum and Articles of association 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 American Depositary SharesADSs; 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Deposited SecuritiesCompany’s Memorandum and Articles of Association and the provisions of the Deposit Agreement, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 will refrain from voting and the i) 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 or ii) if no instructions are received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis Holder with respect to any resolution 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 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 give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish 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 for not having demanded voting on a poll basisresulting from such notification. 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, 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 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 Securities, or for 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.

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) and ), 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles Memorandum and Articles of association 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 American Depositary SharesADSs; 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Deposited SecuritiesCompany's Memorandum and Articles of Association and the provisions of the Deposit Agreement, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 will refrain from voting and the i) 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 or ii) if no instructions are received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis Holder with respect to any resolution 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 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 give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish 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 for not having demanded voting on a poll basisresulting from such notification. 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, 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 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 Securities, or for 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.

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) and ), at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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; 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 terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; 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 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 this the Deposit Agreement, the Company's articles Articles of association 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 American such Holder's ADSs as follows: In the event voting takes place at a shareholders' meeting by show of hands, the Depositary Shares evidenced by such Receipt 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. In the event that voting on any resolution or matter is conducted on takes place at a show of hands basis shareholders' meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the articles of association of the Company, the Depositary will refrain from voting and the voting instructions received from the Holders of ADSs. In the event of voting by poll, Deposited Securities for which no timely voting instructions have been received will not be voted (but all Deposited Securities will be represented at the Depositary meeting for quorum purposes if any timely voting instructions have been received from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisHolders). 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, otherwise the Shares or other Deposited Securities represented by American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding voted (except in the abovecase voting is by show of hands, save for applicable provisions of in which case the laws of England and Wales, and Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the terms voting instructions received from a majority of Section 5.3 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 AgreementAgreement or this ADR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 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) and manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; ’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 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 this the Deposit Agreement, Articles of Association and By-laws of the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder’s ADSs in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis. 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 American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely 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 anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the event There can be no assurance that voting on any resolution Holders and Beneficial Owners generally, or matter is conducted on a show of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting in particular, will be given the opportunity to vote or cause the Custodian to vote on a poll basisthe same terms and conditions as the holders of Shares. 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 ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other The Depositary shall not itself exercise any voting discretion over any Deposited Securities represented by ADSs for which Securities. If (i) the Company instructed the Depositary to act under this Section 4.9 and complied with the preceding paragraph and (ii) no specific voting 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 be votedwish 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 the laws of England and WalesBrazilian 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 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.

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 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) and ), at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; 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 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 this Deposit Agreement, Articles of Incorporation of the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder's ADSs in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis. 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 American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding Holders acknowledge that the above, save for applicable provisions Company may not notify the Depositary sufficiently in advance of the laws scheduled date of England and Walesa 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 the terms of Section 5.3 of the such instructions. Notwithstanding anything else contained in this Deposit AgreementAgreement or any Receipt, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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 instructions from Holders. Shares notice (which in this case will not contain the Recommendation or other Deposited Securities represented by ADSs for 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 a Holder, no voting instructions are received on or before the Holder date established by the Depositary for such purpose with respect to the Deposited Securities represented by ADSs, no votes shall not be votedcast at such meeting with respect to such Deposited Securities. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 meeting, or solicitation of the consents or proxies from holders of Shares or other Deposited Securities or if the manner in which taking of such vote is cast or the effect of any such voteaction 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.

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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 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 this the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares 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 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, insofar as practicable and permitted under the provisions of or governing Deposited 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 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 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. The Depositary shall not be responsible, and shall 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 articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares ADSs except pursuant to and in accordance with such written or deemed 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 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 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 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) and at from the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 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 terms provision of German law and of the Deposit Agreement, the Company's articles of association and the provisions or similar documents 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 amount of Shares or other Deposited Securities represented by such Holder's their respective American Depositary Shares; and , (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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted on a show amount of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 those American Depositary Shares except pursuant 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 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 voteinstructions. 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 accordance with the provisions set forth in the preceding paragraph. In order to give Owners a timely mannerreasonable opportunity to instruct the Depositary as to the exercise at a meeting of holders of Shares or other Deposited Securities of voting rights relating to Deposited Securities, if the Company requests the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such meeting 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 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) and manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 lawlaws and regulations, the terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; ’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 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 this the Deposit Agreement, Articles of Incorporation and Share Handling Regulations of the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder’s ADSs in accordance with such voting instructions. In To the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with extent the articles of association aggregate of the CompanyDeposited Securities voted for and against a proposal by all Holders who gave voting instructions would not constitute integral multiples of a Unit, the Depositary will refrain from voting and the voting instructions received by for the Depositary from Holders shall lapse. The Depositary remainders in excess of the highest integral multiples of a Unit will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe disregarded. 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 American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the aboveDepositary shall, save for applicable provisions 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 laws ADS Record Date) for the sole purpose of England and Wales, and establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the effect of any such voteDepositary. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's articles of association ’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 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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesSpanish 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.

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 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) and manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; 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 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 this the Deposit Agreement, Articles of Association of the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder's ADSs in accordance with such voting instructions. In the 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 will refrain from voting and the Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from Holders the Holder shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe voted (except as otherwise contemplated herein). 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 otherwiseof, the Shares or other Deposited Securities represented by American Depositary Shares 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 Holders. Shares or other 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. 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 for which no specific 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 are have been received by in respect of such Deposited Securities from Holders as of the Depositary from ADS record date) for the Holder shall not be votedsole purpose of establishing quorum at a meeting of shareholders. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 consent such 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 this the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the event There can be no assurance that voting on any resolution Holders and Beneficial Owners generally, or matter is conducted on a show of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting in particular, will be given the opportunity to vote or cause the Custodian to vote on a poll basisthe 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, 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 Units or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other The Depositary shall not itself exercise any voting discretion over any Deposited Securities represented by ADSs for which 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 specific voting instructions are received by the Depositary from a Holder with respect to ADSs of that Holder on or before the Holder shall not be voted. Notwithstanding date established by the above, save Depositary for applicable provisions of the laws of England and Wales, and in accordance with the terms of Section 5.3 of the Deposit Agreementsuch purpose, the Depositary shall not be liable for any failure deem that Holder to carry out any instructions 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. 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 Deposited Securities or ADS Record Date) for the manner in which such vote is cast or the effect sole purpose of any such voteestablishing quorum at a meeting 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between 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 terms of the Deposit Agreement, the Company's articles Memorandum and Articles of association 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 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 this Deposit Agreement, the Company's articles Memorandum and Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesJersey 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 Securities, or for 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company's constituent documents, the requirements of the Deposit Agreement, the Company's articles of association 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 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 CUFS or other Deposited Securities. Upon the timely receipt of 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 this the Deposit Agreement, the Company's articles constituent documents, the requirements of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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, the Shares represented by the CUFS or other Deposited Securities represented by 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 the laws of England and WalesIrish 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesSouth African 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 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.

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 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) and manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 lawlaws and regulations, the terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; ’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 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 this the Deposit Agreement, Articles of Incorporation and Share Handling Regulations of the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder’s ADSs in accordance with such voting instructions. In To the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with extent the articles of association aggregate of the CompanyDeposited Securities voted for and against a proposal among all Holders who gave voting instructions would not constitute integral multiples of a Unit, the Depositary will refrain from voting and the voting instructions received by for the Depositary from Holders shall lapse. The Depositary remainders in excess of the highest integral multiples of a Unit will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe disregarded. 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 American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the aboveDepositary shall, save for applicable provisions 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 laws ADS Record Date) for the sole purpose of England and Wales, and establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the effect of any such voteDepositary. 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 (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 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) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the this Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; ’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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder’s ADSs in accordance with such voting instructions. In the 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 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 any resolution agrees not to, and shall have no liability take reasonable steps to any Holder or Beneficial Owner for not having demanded voting on a poll basis. Neither the Depositary nor ensure that the Custodian shalland each of its nominees, under any circumstances exercise any discretion as to votingif any, and neither do not, vote 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. 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 other than in accordance with the terms instructions of Section 5.3 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 Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be 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 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 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 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, that person shall be 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 AgreementAgreement or any ADR to the contrary, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote 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 or and to deliver to the manner in which such vote is cast or Depositary, if requested by the effect Depositary, an opinion of U.S. counsel addressing any such voteactions to be 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.

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) and ), 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles ’s Memorandum and Articles of association 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 American Depositary SharesXxxxxx’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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Deposited SecuritiesCompany’s Memorandum and Articles of Association and the provisions of the Deposit Agreement, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 will refrain from voting and the i) 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 Xxxxxx’s ADSs or ii) if no instructions are received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis Holder with respect to any resolution of 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 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 give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish 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 for not having demanded voting on a poll basisresulting from such notification. 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, 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 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 Securities, or for 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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 instructions from Holders. Shares notice (which in this case will not contain the Recommendation or other Deposited Securities represented by ADSs for 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 a Holder, no voting instructions are received on or before the Holder date established by the Depositary for such purpose with respect to the Deposited Securities represented by ADSs, no votes shall not be votedcast at such meeting with respect to such Deposited Securities. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 meeting, or solicitation of the consents or proxies from holders of Shares or other Deposited Securities or if the manner in which taking of such vote is cast or the effect of any such voteaction 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Memorandum of the Deposit Agreement, the Company's articles of association 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 ’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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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, or 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 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. 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 the law of Bermuda , 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.

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 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) and at the Company's expense and provided no U.S. legal prohibitions existwriting, mail by regularordinary, ordinary regular mail delivery (or or, if permitted by law, by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association 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 American 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 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 this Deposit AgreementFrench law, the Company's articles of association 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 such American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the articles instructions set forth in such Voting Instruction Card or (ii) to forward such instructions to the Custodian and request that the Custodian endeavor, insofar as practicable and permitted under any applicable provisions of association French law, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with the instructions set forth in such Voting Instruction Card. If (i) the Depositary has solicited voting instructions under Section 4.8 of the Company, Deposit Agreement and the Company gave the Depositary will refrain from voting notice of the meeting and details of the voting instructions received by 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 Holders shall lapsea Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs on one or more matters at a meeting or (B) a Holder does not return a Voting Instruction Card, then the Depositary agrees with the relevant Holder that the Depositary shall, to the extent not prohibited by applicable law, rule or regulation, cause a general proxy (procuration en blanc) to be given to the Chairman of the Board of the Company to vote such Deposited Securities in accordance with French Law. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution shall not, and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis. Neither the Depositary nor 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 American Depositary Shares except pursuant to and other than in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which The Depositary will take no specific voting instructions are received by action to impair the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions ability of the laws Custodian to vote the number of England and Wales, and in accordance with Shares necessary to carry out the terms instructions of all Owners under Section 5.3 4.8 of the Deposit Agreement, . The Company will provide all reasonable information and documents required by the Depositary shall not be liable for any failure to ensure that the Depositary is able to carry out any instructions to vote any its duties under Section 4.8 of the Deposited Securities or the manner in which such vote is cast or the effect of any such voteDeposit 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the event There can be no assurance that voting on any resolution Holders and Beneficial Owners generally, or matter is conducted on a show of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting in particular, will be given the opportunity to vote or cause the Custodian to vote on a poll basisthe 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, 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 Units or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other The Depositary shall not itself exercise any voting discretion over any Deposited Securities represented by ADSs for which Securities. If (i) the Company instructed the Depositary to act under this Section 4.9 and complied with the preceding paragraph and (ii) no specific voting 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 be votedwish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of ADSs. 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 Holders of ADSs. Notwithstanding the above, save for applicable provisions of the laws of England and WalesBrazilian 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 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.

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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesAustralian 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 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.

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 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) and at from the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 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 terms provision of German law and of the Deposit Agreement, the Company's articles of association and the provisions or similar documents 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 amount of Shares or other Deposited Securities represented by such Holder's their respective American Depositary Shares; and , (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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted on a show amount of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 those American Depositary Shares except pursuant 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 or instructions deemed to have been received as set forth in the next paragraph. Subject to the following paragraph, if no specific voting instructions are received by the Depositary from Holders. any Owner (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, such Owner shall be deemed, and the Depositary shall deem such Owner, to have instructed the Depositary to give a proxy to the Custodian with respect to such Shares or other Deposited Securities represented to vote such Shares or other Deposited Securities in accordance with the Recommendation. The Depositary shall request that the Custodian deliver its Recommendation to the Depositary no later than twenty-one (21) calendar days after the Company has published proposed resolutions with respect to the relevant meeting in the Federal Gazette. However, anything in 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 ADSs for the Company, without such 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 an Owner on or before the Holder Instruction Date, no votes shall not be voted. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and in accordance cast at such meeting with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure respect to carry out any instructions to vote any of the such Shares or Deposited Securities or the manner in which such vote is cast or the effect of any such voteSecurities. 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 accordance with the provisions set forth in the preceding paragraph. In order to give Owners a timely mannerreasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall give the Depositary notice of any such meeting 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) and ), at the Company's expense and provided no U.S. legal prohibitions exist, mail by regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's articles of association ’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 ’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 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 this Deposit Agreement, the Company's articles of association ’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 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 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, insofar as practicable and permitted under the provisions of or governing Deposited 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 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 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. The Depositary shall not be responsible, and shall 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 articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares except pursuant to and in accordance with such written or deemed 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 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 (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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares’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 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 this Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares evidenced by such Receipt ADSs in accordance with such voting instructions. In 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 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. The Depositary will have no liability to the Company, any Holder or any Beneficial Owner resulting from the failure to vote or refusal to give a discretionary proxy under these circumstances. Similarly, in the event that voting on any resolution or matter is conducted on by way of a show of hands basis poll in accordance with the articles Articles of association of the CompanyAssociation, the Depositary will refrain from voting and the voting instructions (or the deemed lack of voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basispoll. 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, the Shares or other Deposited Securities represented by American Depositary Shares 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 aboveforegoing, save for applicable provisions of the laws of England and Wales, 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms of the Deposit Agreement, the Company's articles of association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by or of the Articles of Association of the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's their 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 instructions written 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 arrangement is valid and binding on Holders under Danish law and under the manner specified by provisions of the DepositaryDeposit Agreement, the Company’s Articles of Association and the provisions of or governing the Deposited Securities, the Depositary shall endeavorendeavour, insofar as practicable and permitted under applicable law, law and under the provisions of this the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In With respect to Shares and/or other Deposited Securities for which voting instructions are not received on or before the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with date established by the articles of association of the CompanyDepositary, the Depositary will refrain from voting and shall, subject to receipt of an opinion provided at the expense of the Company to the effect that the voting instructions received arrangement is valid and binding on Holders under Danish law and that the Depositary will not be exercising voting discretion, either vote as directed by the Depositary from Holders Board of Directors of the Company or give a discretionary proxy or power of attorney to 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 first sentence of the final paragraph of Section 4.9 of the Deposit Agreement shall lapse. The Depositary will have no obligation apply to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basissuch Shares and/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, the Shares or other Deposited Securities represented by American Depositary Shares except pursuant to and in accordance with such written instructions from HoldersHolders or as provided above. Shares or other Deposited Securities represented by ADSs for which If no specific voting instructions are received by the Depositary from any Holder with respect to any of the Holder Shares 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, such Shares and/or other Deposited Securities 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 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, but will only have those voting rights with respect to the Shares and/or other Deposited Securities or as are set out in Section 4.9 of the manner Deposit Agreement. For the avoidance of doubt, Holders will not be entitled to vote in which such vote is cast or the effect of person at 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 mannershareholder meeting.

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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 American 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares except pursuant to and in accordance with such written or deemed 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, 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 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) and manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares; ’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 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 this the Deposit Agreement, Articles of Association of the Company's articles of association 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 American Depositary Shares evidenced by such Receipt Holder’s ADSs in accordance with such voting instructions. In the 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 will refrain from voting and the Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from Holders the Holder shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe voted (except as otherwise contemplated herein). 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 otherwiseof, the Shares or other Deposited Securities represented by American Depositary Shares 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 Holders. Shares or other 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. 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 for which no specific 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 are have been received by in respect of such Deposited Securities from Holders as of the Depositary from ADS record date) for the Holder shall not be votedsole purpose of establishing quorum at a meeting of shareholders. Notwithstanding the above, save for applicable provisions of the laws of England and Wales, and anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement 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 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 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) and 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 regular, ordinary mail delivery (or by delivery, electronic mail delivery or otherwise (as otherwise may be agreed between the Company and the Depositary in writing from time to timeDepositary) 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Company’s Articles of Association and the provisions of 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 American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 of, for purposes of establishing a quorum or otherwise, otherwise the Shares or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which Notwithstanding the prior paragraph, if voting instructions are sought and no specific voting 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 before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to 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 contrary contained herein, the Depositary shall not be voted. Notwithstanding obligated to give any such deemed instruction unless and until the aboveDepositary has been provided with an opinion of counsel to the Company, save for applicable provisions 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 laws of England voting arrangement and Walesproxy 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 Section 5.3 of the Deposit Agreementthis Article (15) under South African law and, the Depositary shall will not be liable 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 Securities voting 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, 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 vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner changes 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 mannerSouth 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company'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 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 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 this 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 the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 Agreement5.3, 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 consent or proxysolicitation. The Depositary shallor, 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 so determines, the Company's expense , will distribute by mail, or such other means and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or manner as otherwise may be mutually agreed between the Company Depositary and the Depositary in writing from time Company, to time) or otherwise distribute to Holders as the Holder of the ADS record hereof on such 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares; 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 instructions written 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, the provisions of this Deposit Agreement, the Company's articles of association and the provisions of or governing the Company’s constituent documents and the provisions of the Deposited Securities, to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities (in person accordance with the instructions set forth in such request. Notwithstanding anything contained herein this Section 4.7 to the contrary, Holders and their substitute proxy shall only be permitted to attend, vote and speak at meetings as the proxy of the Depositary or by proxy) its nominee with respect to the whole number of Shares represented by such Holder's American Depositary Shares evidenced by Receipts held by such Receipt 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 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 such Holder or such Holder's substitute proxy in relation to those Deposited Securities, and (b) as an instruction to the 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 the manner indicated by the 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 (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 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. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis. 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 American Depositary Shares evidenced hereby except pursuant to and in accordance with such written instructions Voting Instructions from Holdersthe Holder hereof given in accordance with this paragraph 14. Shares or other Deposited Securities represented by ADSs American Depositary Shares evidenced hereby for which no specific voting instructions Voting Instructions are received by the Depositary from the Holder hereof shall not be voted. Notwithstanding voted by the aboveDepositary but may be directly voted by the Holder in attendance at meetings of shareholders as proxy for the Depositary or its nominee, save for applicable provisions of the laws of England and Walessubject to, and in accordance with the terms of 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 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 mannerCompany’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, 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares; 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 this Section 4.8, 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 section 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the articles Memorandum and Articles of association of the CompanyAssociation, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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 specific timely voting instructions are received by the Depositary from the Holder, or (ii) timely 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 but such voting instructions fail to carry out any instructions to vote any of the Deposited Securities or specify the manner in which the Depositary is to vote the Deposited Securities represented by such vote is cast or Holder’s ADSs, shall be voted in the effect of any such votemanner provided in this Section 4.8. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's articles ’s Articles of association 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 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Certificate of the Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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, or 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 DSs 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 the law of Delaware, and in accordance with the terms of Section 5.3 hereof, 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.

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) and ), 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles Memorandum and Articles of association Association and the provisions of or law 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 American Depositary SharesADSs; 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Deposited SecuritiesCompany's Memorandum and Articles of Association and the provisions of the Deposit Agreement, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 will refrain from voting and the (i) 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 or (ii) if no instructions are received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis Holder with respect to any resolution 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 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 give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish 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 for not having demanded voting on a poll basisresulting from such notification. 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, the Shares or other Deposited Securities represented by American Depositary Shares 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 no specific voting instructions are received by the Depositary from the Holder shall not be votedvoted except as aforesaid. 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 in 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 the laws of England and Wales, and in accordance with the terms of Section 5.3 4.07 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. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 aboveforegoing, save for applicable provisions if (i) the Company made a request to the Depositary as contemplated by the second sentence of the laws of England this Section and Wales, and in accordance complied with the terms following paragraph of Section 5.3 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 Deposit AgreementHolder’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 liable for deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any failure matter as to carry out any instructions which the Company informs the Depositary (and the Company agrees to vote any 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 or (z) the matter materially and adversely affects the rights of the Deposited Securities or the manner in which such vote is cast or the effect holders of any such voteShares. 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 German 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, 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 including the statement (as provided by the Company) of the Custodian which 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 whole number of Shares or other Deposited Securities represented by such Holder's ’s American 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares except pursuant to and in accordance with such written instructions or deemed 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 WalesGerman 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 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.

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 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, unless otherwise agreed in writing between the Company and the Depositary, and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. Notwithstanding the above, save for applicable provisions of the laws of England and WalesBrazilian 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 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 mannerSecurities.

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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares 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 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, insofar as practicable and permitted under the provisions of or governing Deposited 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 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 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. The Depositary shall not be responsible, and shall 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 articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares ADSs except pursuant to and in accordance with such written or deemed 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 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association 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 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 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, insofar as practicable and permitted under the provisions of or governing Deposited 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 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 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. The Depositary shall not be responsible, and shall 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 articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares except pursuant to and in accordance with such written or deemed 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 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 (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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the this Deposit Agreement, the Company's articles Articles of association 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 ’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 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 this Deposit Agreement, the Company's articles Articles of association 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 such Holder’s American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted , either on a show of hands basis hands, in which case the Custodian shall be instructed to vote in accordance with instructions received from Holders of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or on a poll, in which case the Custodian shall be instructed to vote in accordance with the articles instructions received from the Holders giving instructions. The Company’s Articles of association 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 Companytotal Shares entitled to 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 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 at least Rs.50,000, the Depositary will refrain from voting and Custodian, acting on behalf of the voting Holders upon the instructions received by of the Depositary from Holders shall lapseDepositary, may not join in demanding a poll. The Depositary will have no obligation to demand voting Company’s Articles of Association 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, in the event of a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basistie. 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 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 ADSs American Depositary Shares 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 anything else contained in accordance with the terms of Section 5.3 of the this Deposit Agreement, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any meeting, or solicitation of the 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 manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association ’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 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 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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 Agreement5.3, 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms of the Deposit Agreement, the Company's articles of association 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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In 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 event Company's Articles of Association permit pass-through voting of the ADSs, a precondition for exercising any such voting rights is that voting on any resolution such Holder is registered in the register of shareholders of the Company not less than ten calendar days prior to the date of the meeting and gives the Company notice of its intention to attend the meeting, in person or matter is conducted on by proxy, not later than a show date (being not earlier than five calendar days before the meeting) specified in the notice convening the meeting. Pursuant to these requirements, Holders of hands basis record will be entitled to deposit their ADSs in accordance a blocked account with the articles of association of the Company, Depositary and to instruct the Depositary will refrain from voting to request a Custodian to cause the equivalent underlying Shares or other Deposited Securities to be registered in a Holder's name and to give notice to the voting instructions received by Company of a Holder's intention to vote the Shares or other Deposited Securities 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 Depositary and who instructs a Custodian to register in the Holder's name the equivalent underlying Shares or other Deposited Securities for the purpose of voting such Shares or other Deposited Securities at any meeting of holders of Shares or other Deposited Securities may instruct the Depositary, immediately following any such meeting, to request such Custodian to reregister the Shares or other Deposited Securities in the name in which such Shares or other Deposited Securities were previously registered and to release to the Holder from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder the blocked account the ADRs evidencing ADSs representing such Shares or Beneficial Owner for not having demanded voting on a poll basisother 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 American Depositary Shares 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. 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, 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Certificate of the Deposit Agreement, the Company's articles of association 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 American ’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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares evidenced by such Depositary Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis. 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, the Shares or other Deposited Securities represented by 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 the law of Delaware, and in accordance with the terms of Section 5.3 hereof, 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.

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) and ), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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; 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 terms provisions of the Deposit Agreement, the Company's ’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 American Depositary Shares; ’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 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 this the Deposit Agreement, the Company's 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 American such Holder’s ADSs as follows: In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary Shares evidenced by such Receipt 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. In the event that voting on any resolution or matter is conducted on takes place at a show of hands basis shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the articles of association of the Company, the Depositary will refrain from voting and the voting instructions received from the holders of ADSs. In the event of voting by the Depositary from Holders shall lapse. The Depositary poll, Deposited Securities for which no timely voting instructions have been received will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe voted. 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, otherwise the Shares or other Deposited Securities represented by American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely 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 anything else contained in accordance with the terms of Section 5.3 of the Deposit AgreementAgreement or this ADR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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) and ), at the Company's expense unless otherwise agreed in writing by the Company and the Depositary and provided no U.S. legal prohibitions exist, mail by regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 (i) any applicable law, the terms provisions of the Deposit Agreement, the Company's articles Memorandum and Articles of association 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 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 this the Deposit Agreement, the Company's articles Memorandum and Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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, or 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 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. Notwithstanding the above, save for applicable provisions of the laws law of England and Walesthe Cayman Islands, 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 for 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.

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 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 60 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesGerman 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 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.

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 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) and ), at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the this Deposit Agreement, the Company's memorandum and 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), 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 American Depositary Shares; 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 of the board of directors of the Company or by any shareholder present in person or by proxy. Upon the timely receipt of 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 this Deposit Agreement, the Company's 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 American such Holder's ADSs as follows: In the event voting takes place at a shareholders' meeting by show of hands, the Depositary Shares evidenced by such Receipt 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. In the event that voting on any resolution or matter is conducted on takes place at a show of hands basis shareholders' meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the articles of association of the Company, the Depositary will refrain from voting and the voting instructions received from the holders of ADSs. In the event of voting by the Depositary from Holders shall lapse. The Depositary poll, Deposited Securities for which no timely voting instructions have been received will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisbe voted. 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 American Depositary Shares 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. Shares or other Deposited Securities represented by ADSs for which no specific timely 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 anything else contained in accordance with the terms of Section 5.3 of the this Deposit AgreementAgreement 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 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 or and to deliver to the manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesFrench 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 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 mannermanner or at 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary SharesADSs; 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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the event There can be no assurance that voting on any resolution Holders and Beneficial Owners generally, or matter is conducted on a show of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting in particular, will be given the opportunity to vote or cause the Custodian to vote on a poll basisthe same terms and conditions as the holders of Shares. 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, the Shares or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which If (i) the Company instructed the Depositary to act under this Section 4.9 and complied with the preceding paragraph and (ii) no specific voting 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 be votedwish 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 the laws of England and WalesBrazilian law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 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 this the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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 votedvoted 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 the laws of England and Wales, 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 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association Association (statuts) 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 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 this Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesFrench 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 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.

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 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) and at the Company's expense and provided no U.S. legal prohibitions existwriting, mail by regularordinary, ordinary regular mail delivery (or or, if permitted by law, by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association 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 American 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 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 this Deposit AgreementFrench law, the Company's articles of association 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 such American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the articles instructions set forth in such Voting Instruction Card or (ii) to forward such instructions to the Custodian and request that the Custodian endeavor, insofar as practicable and permitted under any applicable provisions of association French law, the Company's constituent documents and the provisions of or governing the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with the instructions set forth in such Voting Instruction Card. If (i) the Depositary has solicited voting instructions under this Section 4.8 and the Company gave the Depositary notice of the Company, 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 will refrain timely receives a signed Voting Instruction Card from voting and a Holder which fails to specify the voting instructions received by manner in which the Depositary from Holders shall lapseis to vote the Deposited Securities represented by such Holder's ADSs on one or more matters at a meeting or (B) a Holder does not return a Voting Instruction Card, then the Depositary agrees with the relevant Holder that the Depositary shall, to the extent not prohibited by applicable law, rule or regulation, cause a general proxy (procuration en blanc) to be given to the Chairman of the Board of the Company to vote such Deposited Securities in accordance with French law. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution shall not, and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis. Neither the Depositary nor 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 American Depositary Shares except pursuant to and 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 or other Deposited Securities represented by ADSs for which no specific voting necessary to carry out the instructions are received of all Owners under this Section. The Company will provide all reasonable information and documents required 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, to ensure that the Depositary shall not be liable for any failure is able 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 voteits duties under this Section. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 Units or other Deposited Securities represented by such Holder'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 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 this Deposit Agreement, the Company's articles ’s Articles of association Incorporation 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 Units or other Deposited Securities represented by American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares Units 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, if (i) the Company made a request to the Depositary as contemplated by the second sentence of this Section and complied with the following paragraph of this Section, (ii) no instructions are received by the Depositary from a Holder with respect to an amount of Units 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 Units or other Deposited Securities, except that 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 or (z) the matter materially and adversely affects the rights of holders of Units. Notwithstanding the above, save for applicable provisions of the laws of England and WalesJapanese 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 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail transmission (or as otherwise may be agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 of, for purposes of establishing a quorum or otherwise, otherwise the Shares or other Deposited Securities represented by American Depositary Shares 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. 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, 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of the paragraph below if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Voting instructions may be given only in respect of a number of American Depositary Shares 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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 generally or any Holder in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Notwithstanding the above, save for applicable provisions of the laws of England and WalesBrazilian 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 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 mannerSecurities.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. Notwithstanding voted by the aboveDepositary or its nominee, save but may be directly voted by Holders in attendance at meetings of shareholders as proxy for applicable provisions of the laws of England and WalesDepositary, subject to, and in accordance with with, the terms provisions of this Section 5.3 4.8 and the constituent documents of the Deposit AgreementCompany. For purposes of this Section 4.8, “Holders” shall include any person holding Receipts through the Depositary shall not be liable for Vodafone Group Plc Global BuyDIRECT plan and 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 votesuccessor plan. 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 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 Upon receipt of any 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 consent or proxy. The Depositary shall, if requested by as soon as practicable thereafter, fix a record date for determining the Company Owners entitled to give instructions for the exercise of voting rights as provided in writing in a timely manner (Section 4.07 of the Depositary having no obligation to take any further action if the request Deposit Agreement and shall not have been received by the Depositary at least 30 days prior mail to the date Owners of such vote or meeting) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute to Holders as of the ADS Record Daterecord a notice which shall contain: (a) such information as is contained in any such notice of meeting (including, without limitation, a statement that shareholders are required to give notice of their intention to attend the meeting in person or solicitation of consent or by proxy; ), and (b) a statement that the Holders an owner of record of Shares at the close of business on the ADS Record Date specified record date will be entitled, subject to any applicable law, the terms provisions of Finnish law and of the Deposit Agreement, Articles of Association of the Company's articles of association Company and subject to compliance with the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)next succeeding paragraph, to instruct appoint the Depositary as proxy as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities. The Depositary shall not exercise the voting rights, if any, pertaining to the Deposited Securities represented by Receipts except as proxy pursuant to voting instructions from the Owner of the Receipts representing such Holder'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 instructions of It is a Holder on the ADS Record Date of precondition for exercising any voting instructions rights that an Owner is temporarily registered in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of this Deposit Agreement, the Company's articles shareholder register as a shareholder at least 10 days prior to the record date of association the meeting and gives notice of his intention to attend the provisions meeting, in person or by power of or governing attorney, not later than the Deposited Securitiesdate specified for such purpose in the notice convening the meeting. Pursuant to these requirements, Owners of Receipts will be entitled to vote or instruct the Depositary to request the Custodian to cause the Custodian equivalent underlying Shares to be temporarily (until the conclusion of the relevant shareholders’ meeting) registered in the Book-Entry Register in the name of the Owner and to give notice to the Company of the Owner's intention to attend the meeting and to vote the Shares and/or other Deposited Securities (at such meeting in person or by proxy) represented . Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by American the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the Shares or other Deposited Securities evidenced by such Receipt in accordance with the instructions set forth in such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 mannerrequest.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In If the event Company shall have timely requested 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 will refrain from 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 and the voting instructions instruction cards are not so received by the Depositary from Holders any Holder, the Holder shall lapse. The be deemed to have instructed the Depositary will have 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 obligation to demand voting on a poll basis such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any resolution matter as to which the Company informs the Depositary (and shall 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 for 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 having demanded subject the Depositary to any reporting obligations in 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 on a poll basisarrangement and deemed instruction as contemplated herein will be given effect under 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 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 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, except pursuant to 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 such written instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such votefrom 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 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 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) and ), at the Company's ’s expense unless otherwise agreed in writing by the Company and the Depositary and provided no U.S. legal prohibitions exist, mail by regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 (i) any applicable law, the terms provisions of the Deposit Agreement, the Company's articles ’s Memorandum and Articles of association 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 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 this the Deposit Agreement, the Company's articles ’s Memorandum and Articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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, or 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 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. Notwithstanding the above, save for applicable provisions of the laws law of England and Walesthe Cayman Islands, 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 for 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.

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 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) and meeting and, at the Company's expense expense, and provided no U.S. legal prohibitions exist, the Depositary shall, or shall procure that its agent shall, mail by regular, ordinary mail delivery (or by delivery, electronic mail delivery or otherwise (as otherwise may be agreed between the Company and the Depositary in writing from time to timeDepositary) 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 terms of the Deposit Agreement, the Company's articles Articles of association 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 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Company's Articles of Association and the provisions of 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 American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 of, for purposes of establishing a quorum or otherwise, otherwise the Shares or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which Notwithstanding the prior paragraph, if voting instructions are sought and no specific voting 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 before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to 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 contrary contained herein, the Depositary shall not be voted. Notwithstanding obligated to give any such deemed instruction unless and until the aboveDepositary has been provided with an opinion of counsel to the Company, save for applicable provisions 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 laws of England voting arrangement and Walesproxy 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 Section 5.3 of the Deposit Agreementthis Article (15) under South African law and, the Depositary shall will not be liable 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 Securities voting 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, 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 vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner changes 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 mannerSouth African law.

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 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) and 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 regular, ordinary mail delivery (or by delivery, electronic mail delivery or otherwise (as otherwise may be agreed between the Company and the Depositary in writing from time to timeDepositary) 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 terms Company’s Articles of the Deposit Agreement, the Company's articles of association 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 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Company’s Articles of Association and the provisions of 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 American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 of, for purposes of establishing a quorum or otherwise, otherwise the Shares or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which Notwithstanding the prior paragraph, if voting instructions are sought and no specific voting 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 before the date established by the Depositary for such purpose, the Depositary shall deem such Holder to 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 contrary contained herein, the Depositary shall not be voted. Notwithstanding obligated to give any such deemed instruction unless and until the aboveDepositary has been provided with an opinion of counsel to the Company, save for applicable provisions 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 laws of England voting arrangement and Walesproxy 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 Section 5.3 of the Deposit Agreementthis Article (15) under South African law and, the Depositary shall will not be liable 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 Securities voting 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, 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 vote. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner changes 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 mannerSouth African law.

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 sentenceArticles of Association of the Issuer hereby irrevocably appoints each Owner as at the close of business on the record date (the "Voting Record Date") fixed by the Depositary in accordance with Section 4.06 in respect of any meeting (including any adjourned meeting) at which holders of 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 by the American Depositary Shares evidenced by the Receipts held by such Owner on the Voting Record Date. In respect of any such meeting each such Owner may appoint either a person nominated by the Depositary or any other person as its substitute proxy to attend, vote and speak on behalf of the Owner subject to and in accordance with the provisions of this Section and the Memorandum and Articles of Association of the Issuer. 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 shall, in accordance with Section 4.06, fix the ADS Voting Record Date in respect of such meeting or solicitation of consent or proxysolicitation. The Depositary shallor, if requested by the Company in writing in a timely manner (Issuer so determines, the Depositary having no obligation Issuer shall mail to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date Owners of record on such vote or meeting) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute to Holders as of the ADS Voting Record Date, as soon as practicable: (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, after consultation with the Issuer, (c) a statement that the Holders each Owner of Record at the close of business on the ADS Voting Record Date will be entitled, subject to any applicable law, the terms Issuer’s Memorandum and Articles of the Deposit Agreement, the Company's articles of association Association 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 such Owner’s Receipts or (which provisionsii) to appoint any other person as the substitute proxy of such Owner, if any, shall be summarized in pertinent part solely with respect to the Shares or other Deposited Securities represented by American Depositary Shares evidenced by such Owner’s Receipts or (iii) to appoint the person nominated by the Company), Depositary as the substitute proxy of such Owner and to instruct such person nominated by the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented by such Holder's American Depositary Shares; Shares evidenced by such Owner’s Receipts, and (cd) if the person nominated by the Depositary is to be appointed by such Owner as its substitute proxy, a brief statement as to the manner in which such instructions may be given. Voting voting 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 person nominated by the Depositary. Upon the timely receipt written request of instructions an Owner of a Holder record 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, the provisions of this Deposit Agreement, the Company's articles Issuer’s Memorandum and Articles of association Association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisset forth in such request. Neither the Depositary nor the Custodian shall, under any circumstances nor the nominee of either of them shall exercise any discretion as to voting, voting and neither the Depositary nor the Custodian nor the 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 the Shares or other Deposited Securities represented by American Depositary Shares except pursuant to and in accordance with such written instructions from HoldersOwners given in accordance with this Section 4.07. Shares or other Deposited Securities represented by ADSs American Depositary Shares for which no specific voting instructions are received by the Depositary from the Holder Owner shall not be voted. Notwithstanding voted by the aboveDepositary or its nominee but may be directly voted by Owners in attendance at meetings of shareholders as proxy for the Depositary, save for applicable provisions of the laws of England and Walessubject to, and in accordance with the terms of Section 5.3 of the Deposit Agreementwith, the Depositary provisions of this Section and the Issuer's Memorandum and Articles of Association. For purposes of this Section 4.07, “Owner” shall not be liable for include any failure to carry out person holding Receipts through the Vodafone Group Plc Global BuyDIRECT plan and 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 mannersuccessor plan.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association 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 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. 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In To the event that extent 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 will refrain from voting and the voting instructions instruction cards are not so received by the Depositary from Holders any Holder, the Depositary shall lapse. The deem such Holder to have so instructed the Depositary will have 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 obligation to demand voting on a poll basis such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any resolution matter as to which the Company informs the Depositary (and shall 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 for 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 having demanded subject the Depositary to any reporting obligations in Turkey, (b) the granting of such proxy will not result in a violation of Turkish law, rule, regulation or permit, (c) the voting on a poll basisarrangement and deemed instruction as contemplated herein will be given effect under Turkish 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 Turkish 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. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received , including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Depositary from the Holder shall not be votedCompany. Notwithstanding the above, save for applicable provisions of the laws of England and WalesTurkish 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 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms Articles of Association of the Deposit Agreement, the Company's articles of association 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 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Articles of Association of the Company and the provisions of 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 Holder's American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In A precondition for exercising any voting rights by Holders is that such Holder is registered in the event that voting register of stockholders of the Company 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 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 Company of the Holder's intention to attend the meeting and to vote the Shares at such meeting in person or by proxy. Upon the written request of a Holder on any resolution such record date, received on or matter is conducted on a show of hands basis before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the Shares or other Deposited Securities evidenced by such ADR in accordance with the articles of association of the Companyinstructions set forth in such request. Immediately following any such meeting, the Depositary Custodian will refrain from voting and re-register the voting instructions received by Shares in the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basisFinnish book entry securities system in the name in which such Shares were 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 otherwiseof, the Shares or other Deposited Securities represented by 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 ADSs American Depositary Shares 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 regularordinary, ordinary regular mail delivery (or by electronic mail transmission (or as otherwise may be agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles ’s Articles of association 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 American Depositary SharesADSs; 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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Company’s Articles of Association and the provisions of 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 of, for purposes of establishing a quorum or otherwise, otherwise the Shares or other Deposited Securities represented by American Depositary Shares 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. 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be maybe 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles Articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles Articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 German 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) and ), 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be transmission (if agreed between by the Company and the Depositary Depositary), unless otherwise agreed in writing from time to time) or otherwise distribute by the Company and the Depositary, 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 terms provisions of the Deposit Agreement, the Company's articles ’s Memorandum and Articles of association 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 American Depositary Shares’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, the provisions of this Deposit Agreement, the Company's articles of association law and the provisions of or governing the Deposited SecuritiesCompany’s Memorandum and Articles of Association and the provisions of the Deposit Agreement, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced ADSs held by such Receipt Holder in accordance with such voting instructions. In the 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 will refrain from voting and the (i) 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 or (n) if no instructions are received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis Holder with respect to any resolution 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 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 give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish 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 for not having demanded voting on a poll basisresulting from such notification. 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, 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 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 Securities, or for 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In If the event Company shall have timely requested 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 will refrain from 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 and the voting instructions instruction cards are not so received by the Depositary from Holders any Holder, the Holder shall lapse. The be deemed to have instructed the Depositary will have 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 obligation to demand voting on a poll basis such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any resolution matter as to which the Company informs the Depositary (and shall 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 for 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 having demanded 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 on a poll basisarrangement 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 American Depositary Shares 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. 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms of the Deposit Agreement, the Company's articles of association ’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 American Depositary Shares’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 this Deposit Agreement, the Company's articles of association ’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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the event There can be no assurance that voting on any resolution Holders and Beneficial Owners generally, or matter is conducted on a show of hands basis in accordance with the articles of association 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting in particular, will be given the opportunity to vote or cause the Custodian to vote on a poll basisthe same terms and conditions as the holders of Shares. 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, the Shares or other Deposited Securities represented by American Depositary Shares ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which If (i) the Company instructed the Depositary to act under this Section 4.9 and complied with the preceding paragraph and (ii) no specific voting 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 be votedwish 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 the laws of England and WalesBrazilian law, and in accordance with the terms of Section 5.3 of the Deposit Agreement5.3, 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesAustralian 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 the manner in which such vote is cast or the effect of any such vote. Neither the Depositary, the Company nor any of their respective agents (including, without limitation, Agents) shall be under any obligation to verify voting instructions received from, through or on behalf of 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the this Deposit Agreement, the Company's articles Articles of association 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 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 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 this Deposit Agreement, the Company's articles Articles of association 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 such Holder's American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the event that voting on any resolution or matter is conducted Shares, either on a show of hands basis hands, in which case the Custodian shall be instructed to vote in accordance with instructions received from Holders of a majority of the American Depositary Shares for which instructions have been given to the Depositary, or on a poll, in which case the Custodian shall be instructed to vote in accordance with the articles instructions received from the Holders giving instructions. The Company's Articles of association 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 Companytotal Shares entitled to 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 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 at least Rs.50,000, the Depositary will refrain from voting and Custodian, acting on behalf of the voting Holders upon the instructions received by of the Depositary from Holders shall lapseDepositary, may not join in demanding a poll. The Depositary will have no obligation to demand voting Company's Articles of Association 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, in the event of a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basistie. 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 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 ADSs American Depositary Shares 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 anything else contained in accordance with the terms of Section 5.3 of the this Deposit Agreement, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any meeting, or solicitation of the 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 manner in which such vote is cast or Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the effect of any such voteDepositary. 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In If the event Company shall have timely requested 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 will refrain from 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 and the voting instructions instruction cards are not so received by the Depositary from Holders any Holder, the Holder shall lapse. The be deemed to have instructed the Depositary will have 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 obligation to demand voting on a poll basis such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any resolution matter as to which the Company informs the Depositary (and shall have no liability the Company agrees to any Holder 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 Beneficial Owner should reasonably be aware that substantial opposition exists from Holders against the outcome for not having demanded voting on a poll basiswhich 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. 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 American Depositary Shares 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. 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 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 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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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.

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 regularordinary, ordinary regular mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In If the event Company shall have timely requested 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 will refrain from 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 and the voting instructions instruction cards are not so received by the Depositary from Holders any Holder, the Holder shall lapse. The be deemed to have instructed the Depositary will have 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 obligation to demand voting on a poll basis such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any resolution matter as to which the Company informs the Depositary (and shall 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 for 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 having demanded 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 on a poll basisarrangement 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 American Depositary Shares 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. 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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 American Depositary SharesADSs; 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 this the Deposit Agreement, the Company's articles of association 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 American Depositary Shares ADSs evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 American Depositary Shares 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. 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.

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 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 regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed 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 terms provisions of the Deposit Agreement, the Company's articles of association 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 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 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 this Deposit Agreement, the Company's articles of association 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 American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. In the 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 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 any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll 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 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 WalesFrench 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 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.