Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of 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 represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), ) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinaryregular, regular ordinary mail delivery (or by electronic transmission (mail or as otherwise may be agreed by between the Company and the Depositary), unless otherwise agreed Depositary in writing by the Company and the Depositary, from time to time) or otherwise distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 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 ADSsAmerican Depositary Shares; and (c) a brief statement as to the manner in which such voting instructions may be givengiven to the Depositary or in which voting instructions may be deemed to have been given in accordance with this Section 4.8 if no instructions are received prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of this Deposit Agreement, the Company's constituent documents and the provisions of 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 ADSs American Depositary Shares evidenced by such Receipt in accordance with such voting instructions. If the Company shall have timely requested that the Depositary distribute materials to the Holders in connection with a meeting at which the holders of Deposited Securities are entitled to vote, to the extent voting instruction cards are not so received by the Depositary from any Holder, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the American Depositary Shares evidenced by such Holder's Receipts as to which such instructions are so given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given (i) with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification and (ii) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Australia , (b) the granting of such proxy will not result in a violation of applicable law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Australian law, and (d) the granting of such discretionary proxy will not result in the Shares represented by the American Depositary Shares being treated as assets of the Depositary under Australian law. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs Notwithstanding the above, save for which no specific voting instructions are received by applicable provisions of Australian law, and in accordance with the terms of Section 5.3, the Depositary from the Holder shall not be votedliable 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. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date a 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 accordance with paragraph (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary)11) hereof and, unless otherwise agreed requested in writing by the Company and the Depositaryin order to comply with applicable law, mail to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company subject to any applicable provisions of the laws of the United Kingdom and the Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither The Depositary will not itself exercise any voting discretion in respect of any Deposited Security. Subject to the provisions of the next succeeding paragraph, to the extent such instructions are not so received by the Depositary nor from any Holder, the Custodian shall, under any circumstances exercise any discretion as Holder shall be deemed to voting, and neither have instructed the Depositary nor to give a discretionary proxy to a person designated by the Custodian shall vote, attempt Company to exercise vote the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant as to and in accordance with such written which the Depositary has not received instructions from the Holders. Shares or other Deposited Securities represented by ADSs for , provided that no such instruction shall be deemed to be given and no discretionary proxy shall be given with respect to which no specific voting instructions are received by the Company informs the Depositary from (and the Holder shall Company agrees to provide such information promptly in writing) that the Company does not be votedwish such proxy given. 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 Notwithstanding anything to the Depositary contrary contained in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementpreceding paragraph, the Depositary shall not be liable obligated to give any such discretionary proxy and the Holders shall not have been deemed to have so instructed the Depositary unless and until the Depositary has been provided with an opinion of counsel to the Company, which may be given at the time of entering into the Deposit Agreement, satisfactory to the Depositary (which may be internal counsel), in form and substance satisfactory to the Depositary, substantially to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any additional disclosure obligations related to interests in shares under the Companies Act or the listing rules of the London Stock Exchange except for any failure required notification to carry out any instructions the Company pursuant to vote Part VI of the Companies Act, (ii) the granting of such proxy does not result in a breach of the Companies Act or the listing rules of the London Stock Exchange and (iii) the Depositary or the Custodian, or the nominee of any of them, whichever is the Deposited Securitiesregistered holder entitled to attend and vote at meetings of the Company in respect of such Shares, has the right to appoint the proxy to attend and vote instead of him. The Company undertakes to inform the Depositary of any substantial change in law which would subject the Depositary to disclosure obligations under the Companies Act or listing rules of the London Stock Exchange (other than said Part VI of the Companies Act) to which the Depositary, the Custodian or the nominee of any of them would not otherwise be subject but for the manner in which grant of such vote is cast or the effect of any such votediscretionary proxy.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting sent by the Company and received by the Depositary at which least thirty five (35) days prior to the holders date of Shares are entitled to vote, the proposed meeting or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of French law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy (such as a “procuration sans indication de mandataire” as provided for in Article L.225-106 of the French Commercial Code). Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, any applicable provisions of French law and the provisions statuts of the Company’s Articles of Association and the provisions of the Deposited Securities, Company to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedSecurities. There can be is no assurance guarantee 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 such Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding According to French law, voting rights may not be exercised in respect of fractional shares. Under French law, shareholders at ordinary and extraordinary shareholders' meetings may, subject to certain conditions, modify the aboveresolutions presented by the Board of Directors to the shareholders for their approval. In such case, and Holders who have given a discretionary proxy (“procuration sans indication de mandataire” as provided for in accordance with Section 5.3 Article L.225-106 of the French Commercial Code) to vote on such resolutions shall be deemed to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given instructions to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary and the Company may revise the voting procedures set forth in this paragraph (12) as they deem necessary or advisable in order to comply with applicable law, the statuts of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above and shall not be considered an amendment to the Deposit AgreementAgreement or the ADR. Subject to paragraph (14), the Depositary and the Company and their respective directors, employees, agents and controlling persons (as defined in the Securities Act of 1933) assume no obligation nor shall not they be liable for subject to any failure liability under the Deposit Agreement or this ADR to carry out any Holder or any other person with respect to whether a Holder or such other person is entitled to provide voting instructions to vote any or otherwise in respect of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such votevoting.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Italian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities by-laws (which provisions, if any, shall be summarized in pertinent part by the CompanyStatuto), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders’ ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (including the Custodian granting of a proxy to vote the Shares and/or other Company in accordance with instructions received from Holders) the Deposited Securities represented by the ADSs evidenced by such Receipt Holder’s ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. On the Depositary nor business day following the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received date fixed by the Depositary from as the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return last date for delivery of voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementinstructions, the Depositary shall not be liable for any failure endeavor to carry out any instructions give notice to vote any the Company by cable, telex or facsimile transmission of the voting instructions received from the Holders as of the close of business on such fixed date. In order to give Holders a reasonable opportunity to instruct the Depositary as to the exercise of voting rights in respect of Deposited Securities, or for as provided above, the manner in which such vote is cast or Company shall give the effect Depositary notice of any such meeting or solicitation of consents or proxies not less than 25 days prior to the date of such meeting or vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, as soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or solicitation of consents or proxies from holders of Deposited Securities, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or distribute as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt therefore 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 and, if so required by the Company, who also hold the ADSs as of the applicable share record date, will be entitled, subject to any applicable law, the provisions 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 ADSs; ’s ADSs and (c) a brief statement as to the manner and timing (such timing to be determined after consultation with the Company) in which such voting instructions may be given to the Depositary or in which voting instructions may be deemed to have been given in accordance with Section 4.10 of the Deposit Agreement if no instructions are received prior to the deadline set for such purposes to the Depositary to give a discretionary proxy to a person designated by the Company. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to timely request that the Depositary distribute the information as provided for in Section 4.10 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.10 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.10 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided in the Deposit Agreement 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, and after consultation with the Company, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that the Articles of Association (as in effect on the date hereof), 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 hereof), a poll may be demanded by the chairman of the general meeting or by any one member of the Company present in person or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate (and, if so required by the Company, who also hold the ADSs as of the applicable 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 and the provisions of the Company’s Deposit Agreement, Articles of Association and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced as follows: (i) in the event voting takes place at a shareholders’ meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. 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 instructionspurpose and voting is by poll, such Holder shall be deemed, and 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 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 (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, ,for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or 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 votedvoted (except (i) in the case voting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) except as otherwise contemplated herein). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as required by Cayman Islands law to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary Depositary, or otherwise take action, in a timely manner. Notwithstanding The Depositary agrees, upon the aboverequest of the Company, to provide to the Company copies of the voting instructions it receives (in the case of voting instructions received from Holders by any electronic means, a tabulation of such voting instructions) as promptly as practicable, and at the latest three (3) business days prior to any upcoming meeting date, upon receipt thereof. Notwithstanding anything else contained in accordance the Deposit Agreement or any Receipt to the contrary, and to the extent not prohibited by law or regulations, the Depositary and the Company may, by agreement between them, with Section 5.3 notice to the Holders, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate (subject, in each case, to the terms of Sections 6.1 and 7.8 of the 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, use good faith efforts to distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. The Company shall use commercially reasonable efforts to provide such request to the Depositary at least thirty (30) days prior to the date of the relevant vote or meeting. Notwithstanding anything contained in the Deposit Agreement or this ADR, the Depositary may, to the extent not prohibited by laws 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under the Articles of Association (as in effect on the date of the Deposit Agreement), voting at any meeting of shareholders of the Company 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. The Company has informed the Depositary that, under the Articles of Association (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of the meeting or by certain shareholders present at the meeting in person or by proxy. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced as follows: (i) in the event voting takes place at a shareholders’ meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions timely received from a majority of Holders of ADSs who timely provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. 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 instructionspurpose and voting is by poll, such Holder shall be deemed, and 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 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 (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected. Neither None of the Company, the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or 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 votedvoted (except as otherwise contemplated herein or in the Deposit Agreement). Notwithstanding anything else contained herein or in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws or if the Depositary has not distributed the materials referred to in the first paragraph of Section 4.10 of the Deposit Agreement. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary Depositary, or otherwise take action, 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. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)'s estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders' ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company's net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company's capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)'s estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders' ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) provide to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the provisions of the Articles of Association and Memorandum 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 represented by ADSs evidenced held by such Receipt Holder, either on a show of 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 instructions received from the Holders giving instructions. The Company’s Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the total 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 instructionsHolder(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 Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not join in demanding a poll. The 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 tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles articles of Association association or similar documents 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 Hxxxxx’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, with the Company’s prior written consent, 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 (e.g., 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 ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Articles Deposit Agreement, the articles of Association association or similar documents of the Company and the provisions of the Deposited Securities, to vote or vote, cause the Custodian to vote or give voting instructions with respect to the Shares and/or other Deposited Securities (in person or by proxy) represented by such Hxxxxx’s ADSs in accordance with such voting instructions. If the Depositary does not receive voting 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 (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be 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 otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or 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 ADSs for which no specific 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 are received instructions. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of the United Mexican States to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary from an opinion of U.S. counsel addressing any actions reasonably requested to be taken if so requested in writing by the Holder shall not be votedDepositary. 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. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. If any requirement of Chilean law, of the estatutos of the Company, or of any securities exchange on which Shares, other Deposited Securities, ADRs or the ADSs evidenced thereby are listed does not permit the Depositary nor the Custodian shallto vote (or to vote on any particular matter) in accordance with instructions received from Holders, 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 vote the Shares or other Deposited Securities represented as required by ADSs except pursuant to and such law, estatutos or securities exchange, or, if no manner of voting is so required, 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 a manner permitted thereby that the Depositary from determines in its sole discretion (following consultation with the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time Company) to enable the Holder to return voting instructions most fairly give effect to the Depositary in a timely manner. Notwithstanding the above, and in accordance instructions received with 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 Deposited Securities, or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, use good faith efforts to distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. The Company shall use commercially reasonable efforts to provide such request to the Depositary at least thirty (30) days prior to the date of the relevant vote or meeting. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by laws 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). The Depositary has been advised by the Company that under the Articles of Association (as in effect on the date of the Deposit Agreement), voting at any meeting of shareholders of the Company 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. The Company has informed the Depositary that, under the Articles of Association (as in effect on the date of the Deposit Agreement), a poll may be demanded by the chairman of the meeting or by certain shareholders present at the meeting in person or by proxy. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs evidenced as follows: (i) in the event voting takes place at a shareholders’ meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions timely received from a majority of Holders of ADSs who timely provided voting instructions, and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. 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 instructionspurpose and voting is by poll, such Holder shall be deemed, and 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 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 (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected. Neither None of the Company, the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. 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 votedvoted (except as otherwise provided herein). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws or if the Depositary has not distributed the materials referred to in the first paragraph of this Section 4.10. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary Depositary, or otherwise take action, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, 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 as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Estatuto Social and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. There can be no assurance that Holders and Beneficial Owners will be given the opportunity to vote or cause the Custodian to vote on the 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, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. 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 herein 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. 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 date established by the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementfor such 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 any that amount of the 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 for (z) such matter materially and adversely affects the manner in which such vote is cast or the effect rights of any such voteholders of Shares.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, ) mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: Holders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company's Articles of the Deposit Agreement, the Company’s Articles Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the provisions of the Articles of Association and Memorandum 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 represented by ADSs evidenced held by such Receipt Holder, either on a show of 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 instructions received from the Holders giving instructions. The Company's Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the total 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 instructionsHolder(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 Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not join in demanding a poll. The 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 tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders owners of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from owners of Deposited Securities, upon written request by the Company, the Depositary shall fix an American Depositary Share record date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.06 of the Agreement. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested upon written request 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), the Depositary shall, as soon as practicable thereafter, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinarydistribute to the Owners a notice, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and form of which notice shall be in the Depositary), unless otherwise agreed in writing by the Company and sole discretion of the Depositary, to Holders as of the ADS Record Date: which shall contain (a) such information as is contained in such notice of meeting or solicitation of consent consents or proxy; proxies received by the Depositary from the Company, (b) a statement that the Holders at Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of law and of the Deposit Agreement, the Company’s 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 amount of Shares or other Deposited Securities represented by such Holder's ADSs; their respective American Depositary Shares 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 this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated to the Company. Upon the timely receipt written request of written instructions of a Holder an Owner on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs evidenced by the American Depositary Shares in accordance with the instructions set forth in such Receipt request. The Depositary and the Custodian shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the Owner’s American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner 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, 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 Shares. Notwithstanding anything contained in the Agreement or any Receipt, the Depositary may, to the extent not prohibited by law, regulations, or by the requirements of the stock exchange on which the American Depositary Shares 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, owners of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicize to Owners, 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). If the Depositary timely receives voting instructions from a Owner which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Owner’s American Depositary Shares, the Depositary will deem such Owner (unless otherwise specified in the notice distributed to Owners) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained in the Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of owners of Deposited Securities if the taking of such action would violate U.S. laws. 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 ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. Shares Owners or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely mannerprovisions of this Article 16. Notwithstanding the above, save for applicable provisions of Netherlands law, and in accordance with the terms of Section 5.3 5.03 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 Owners or Beneficial Owners generally or any Owner or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Owner to return voting instructions to the Depositary in a timely manner.

Voting of Deposited Securities. As soon as practicable after Upon receipt from the Company of notice of any meeting at which the of 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 Securities at least 30 thirty (30) days prior to the date of such vote or the meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed if so requested in writing by the Company in a timely manner and provided that the Depositary, upon consultation with the Company, has determined that the solicitation of votes, consents or proxies from Holders of ADSs is lawful and reasonably practicable, the Depositary shall, as soon as practicable thereafter, establish the ADS Record Date and distribute to the Holders as of the ADS Record Date: Date (a) such a summary in English or an English version of the notice of such meeting or solicitation of consent or proxy; received from the Company, (b) a statement in a form provided or agreed to by the Company that the Holders at as of the close of business on the ADS Record Date will be entitled, subject to the terms of the Depositary Agreement and any applicable provisions of French law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Statuts and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companyin such statement), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares or other Deposited Securities represented (subject to the restrictions detailed below) on or before the response date established by the Depositary for such Holder's ADSs; purposes and specified in the notice to Holders (the "Response Date"), and (c) a brief statement as any other documents in English provided by the Company for the purpose of enabling such Holders to exercise the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions voting rights of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding In accordance with French law and the aboveCompany's Statuts, a precondition for exercising any voting right is that, in the case of a holder of Shares in registered form, such holder be registered in the share register of the Company at least one (1) calendar day prior to the date of the shareholders' meeting and, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary in France to issue, at least on (1) calendar day prior to the date of the meeting, a certificat d'immobilisation de titres au porteur evidencing the immobilization of its Shares until the time fixed for the meeting. In accordance with French law and the Company's Statuts, the Board of Directors of the Company may either reduce or cancel such registration or immobilization period. In such event, the Company shall notify the Depositary of such change and of the new applicable period, if any, and all references in the Deposit Agreement and this ADR to the previously applicable registration or immobilization periods shall be deemed to refer to the new periods, insofar as practicable. The Depositary may require that the transfer of ADSs be restricted for a period in excess of the French registration or immobilization periods in order to enable the Depositary to comply with French law and the Company's Statuts. According to French law, the Custodian may act as "intermediaire inscrit" after registering as such with the Company. As "intermediaire inscrit", the Custodian may hold collective or individual accounts in the name of shareholders and may vote at shareholders' meetings on behalf of shareholders according to the instructions received from their clients. In order for those votes to be valid, the Custodian has (a) to be inscribed as "intermediaire inscrit" on the books of the Company, and (b) if so requested by the Company, to have provided a list of the names of a beneficial owners ("proprietaires") of the Shares for whom the votes are to be cast. If the information requested in (b) above is not provided, or not provided correctly, the right to vote pertaining to and payment of the dividend on those Shares will be automatically suspended until full and correct information is provided. The Depositary shall instruct the Custodian to exercise the right to vote that attaches to the Deposited Securities only in accordance with Section 5.3 the instructions of the Holders. According to French law, voting rights may not be exercised in respect of fractional shares. As a precondition for exercising any voting rights, any persons holding ADS(s) who are not the Holders of the ADR(s) registered in name on the books of the Depositary evidencing such ADS(s) (e.g., persons holding their ADS(s) through DTC) must (a) arrange for the immobilization of their ADSs in DTC ("Blocking") for the period fixed by the Depositary after consultation with the Company (the "Blocking Period"), and (b) provide identity information required by French law to the Depositary (i.e., full name, address, social security number etc.), in each case, in the manner designated by the Depositary. Holders of ADR(s) registered in name on the books of the Depositary (other than DTC) will, as a precondition for exercising voting rights, be required to irrevocably instruct the Depositary not to transfer the ADR(s) (and not to cancel such ADR(s) upon receipt of cancellation and withdrawal instructions) evidencing the ADSs in respect of which voting instructions have been given ("Stop Transfer Instructions"). The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer the ADR(s) (and cancel ADR(s) upon receipt of cancellation and withdrawal instructions) indicated in such Stop Transfer Instructions, during the Blocking Period. Only Holders of ADR(s) who have requested that the Shares evidenced by such ADR(s) be converted to registered Shares and who have held such ADR(s) for at least two (2) consecutive years will be entitled to double voting rights. Holders of ADSs representing Shares in bearer form will not be entitled to double voting rights. Upon timely receipt by the Depositary of a (i) properly completed voting instructions in the manner specified by the Depositary including, if so requested, all requisite identity information, and (ii) either confirmation of Blocking or valid Stop Transfer Instructions, in each case, on or before the Response Date, the Depositary shall endeavor, insofar as practicable and permitted under any applicable provisions of French law, the Company's Statuts and the Deposited Securities, to cause the Custodian to vote the Deposited Securities in accordance with the voting instructions of ADS holders. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Deposited Securities other than in accordance with such instructions. The Depositary shall not honor any voting instructions except with respect to, and only to the extent of, the number of ADS either (a) timely received timely for Blocking or (b) for which it has received Stop Transfer Instructions. Under French company law, shareholders and the Board of Directors may modify the resolutions proposed in the notice of meeting. In such case, Holders who have given prior instructions to vote on such resolutions shall be deemed to have voted against the revised resolutions; provided, however, that in the event such revised resolutions are approved by the Board of Directors of the Company, Holders of ADSs who have validly and timely provided voting instructions to the Depositary shall be deemed to have instructed the Depositary to vote in favor of such revised resolutions approved by the Board of Directors. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Holder to exercise its voting rights under this paragraph (16). Subject to paragraph (16), the Depositary and the Company and their respective directors, employees, agents and controlling persons (as defined in the Securities Act of 1933) assume no obligation nor shall they be subject to any liability under the Deposit AgreementAgreement or this ADR to any Holder or any other person with respect to any action by any Holder in respect of the voting of any Deposited Securities. Holders of American Depositary Shares who wish to attend any meeting of the Company's shareholders in person will need to make separate arrangements therefor with the Depositary and the Company. Notwithstanding anything in the Deposit Agreement to the contrary, the Depositary and the Company may modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the Statuts of the Company. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any of the Deposited Securitiesmeeting, or for solicitation of consents or proxies, of holders of Deposited Securities if the manner in which taking of such vote is cast or the effect of any such voteaction would violate U.S. laws.

Voting of Deposited Securities. As soon The Shares do not entitle holders thereof to vote on matters presented to a vote of stockholders of the Company except in very limited circumstances as practicable after provided in the Company’s Estatutos Social. With respect to matters as to which holders of Shares are entitled to vote at any time, the following voting provisions apply. Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, if requested in writing by the Depositary shall fix Company, the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by as soon as practicable thereafter, mail to the Company Owners a notice, the form of which notice shall be subject to the reasonable discretion of the Depositary, which shall contain (a) such information as is contained in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been such notice of meeting received by the Depositary at least 30 days prior to the date of such vote or meeting), at from the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, provision of Brazilian law and of the Estatutos Social of the Company and the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's ADSs; Owners’ respective American Depositary Shares and (c) a brief statement as to the manner in which such instructions may be given, including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with the second paragraph of this Section 4.07 if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt written request of written instructions of a Holder an Owner on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law laws and the provisions of the Company’s Articles Estatutos Social of Association the Company and the provisions of the Deposited Securities, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs the American Depositary Shares evidenced by such Receipt in accordance with any non-discretionary instructions set forth in such instructionsrequest, including such Owner’s instruction to give a discretionary proxy to a person designated by the Company. Neither The Depositary shall not, and the Depositary nor the shall ensure that each Custodian shallor any of its nominees shall not, under any circumstances exercise any voting discretion as to voting, and neither over any Deposited Securities. If after complying with the procedures set forth in this Section the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written does not receive instructions from Holders. Shares the Owner of a Receipt on or other Deposited Securities represented by ADSs for which no specific voting instructions are received before the date established by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementfor such purpose, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or give a discretionary proxy for the manner in which Shares evidenced by such vote is cast or Receipt to a person designated by the effect of any such voteCompany.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary at least 30 days prior to the date of such vote or meetingDepositary), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s 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 ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given, including an indication that Holders for which the Depositary has not timely received voting instructions will be deemed, and the Depositary shall deem such Holders, to have given a discretionary proxy to a person designated by the Company to vote the Shares or other Deposited Securities represented by such Holder's ADSs in his or her discretion. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, the Company’s Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. In the absence of timely receipt of voting instructions from a Holder of ADSs, the Depositary agrees to use its commercially reasonable efforts to give a discretionary proxy to a person designated by the Company; provided, however, that, such discretionary proxy shall not be given with respect to any proposition (a) as to which the Company has informed the Depositary that (i) it does not wish such discretionary proxy to be given or (ii) substantial opposition exists as to any recommendation by the Company as to the action to be taken at the meeting, (b) as to which the Depositary has knowledge of any solicitation of proxies in opposition to any recommendation by the Company as to any action to be taken at the meeting, or (c) for the purposes of authorizing a merger or consolidation or any other matter which may affect substantially the rights or privileges of Holders of the Shares or other Deposited Securities. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities represented by ADSs for which no specific (whether or not voting instructions are have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing a quorum at a meeting of shareholders. On the business day following the date fixed by the Depositary as the last date for delivery of voting instructions, the Depositary shall give notice to the Company of the voting instructions received by the Depositary from the Holder Holders as of the close of business as of such fixed date. Notwithstanding anything else contained in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be votedtaken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company’s net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company’s capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ’s ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the CompanyDeposited Securities represented by the ADSs evidenced by such Holder’s Articles ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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.requirements;

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and Bylaws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavorendeavour, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Incorporation and Bylaws and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles Constitution of Association the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, Constitution of the Company’s Articles of Association Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced by such Receipt in accordance with such voting instructions. 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 ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. 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 in this Deposit Agreement or any Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after Upon receipt of (a) notice from the Company 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, Securities and (b) the Depositary shall fix statement of the ADS Record Date in respect of Custodian or 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 other major commercial German bank as may be reasonably chosen by the Depositary at least 30 days prior to act as a proxy bank (the date of such vote or meeting"Proxy Bank"), at setting forth its recommendations with regard to voting of the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or Shares as otherwise agreed by to any matter which is set forth in the notice from the Company and on which a vote is to be taken by holders of Shares, together with an English translation thereof (the Depositary"Recommendation"), unless otherwise agreed requested in writing by the Company and Company, the DepositaryDepositary shall, as soon as practicable thereafter, mail to Holders the Owners a notice, which shall contain (i) such information as of the ADS Record Date: (a) is contained in such notice of meeting or solicitation of consent or proxy; and (bii) a statement that the Owners and Holders at ("Voters") as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable provision of German law, the provisions of the Deposit Agreement, the Company’s Articles of Association of the Company, the Receipts and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as exercise, or to give instructions for the exercise of of, the voting rights, if any, pertaining to the whole number of Shares or other Deposited Securities represented by their respective American Depositary Shares on such Holder's ADSs; and date (c) the Recommendation and (d) a brief statement as to the manner in which such instructions may be given, including an express indication that if no voting instructions are received on or before the date established by the Depositary for such purpose in accordance with Section 4.7 of the Deposit Agreement (the "Instruction Date") then the Voters shall in each case be deemed to have instructed the Depositary to vote or cause the shares to be voted in accordance with the Recommendation. Upon the timely receipt of written instructions request of a Holder Voter, as applicable, on such record date, received on or before the ADS Record Instruction Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and German law, the provisions of the Company’s Articles of Association of the Company and the provisions of the Deposited SecuritiesReceipts, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such instructionsrequest. The Company agrees, without any liability to the Voters arising hereunder, to provide notice, to the extent practicable, of any meeting of Voters of Shares or other Deposited Securities containing the requisite information, together with English translations, to the Depositary within the twelve calendar days following the publication of the invitation to the shareholders meeting in the German electronic Federal Gazette. Voting rights may be exercised only in respect of whole American Depositary Shares, or integral multiples thereof. 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 that attaches to the Shares or other Deposited Securities represented by ADSs except pursuant to and Securities, other than in accordance with such written instructions or deemed instructions received from Holdersthe Voters, as applicable, as of such record date. Subject to the following paragraph of this Article (16), if no specific voting instructions are received by the Depositary from any Voter (to whom Notice was sent by the Depositary) with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts on or before the Instruction Date, such Voter shall be deemed, and the Depositary shall deem such Voter, to have instructed the Depositary to vote such Deposited Securities or to cause such Deposited Securities to be voted in accordance with the Recommendation. In no event may the Depositary itself or the Custodian exercise any voting discretion over any Shares or other Deposited Securities. Anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Proxy Bank shall fail to supply the Recommendation to the Depositary at least twenty-one (21) calendar days prior to any meeting of Voters of Shares or other Deposited Securities represented by ADSs for with respect to which the Depositary has received notice from the Company, the Depositary shall mail the Notice (which in this case will not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Voters as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Voter on or before the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above Instruction Date with sufficient time to enable the Holder to return voting instructions respect to the Deposited Securities represented by the American Depositary Shares evidenced by such American Depositary Receipts, no votes shall be cast at such meeting with respect to such Deposited Securities. Nothing in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit AgreementAgreement shall be construed to grant to a Voter any voting rights with respect to Deposited Securities to which, the Depositary shall by their terms, voting rights do 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 voteotherwise attach.

Voting of Deposited Securities. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company's net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company's capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company's net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company's capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. requirements; 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 such 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. As soon as practicable after receipt of ------------------------------ notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior Company) mail to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: Holders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s 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 represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shallnor their respective nominees, if any, 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 the purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of 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 represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. Under the Brazilian Corporate Law (Law 6404 of December 15, 1976) and the by-laws of the Company on the date of the Deposit Agreement, the Shares have general voting rights only so long as the Company has failed for three consecutive fiscal years to pay a minimum dividend on the Shares of 25% of the Company’s net profits; otherwise the Shares have no voting rights in respect of any matters except changes to the Company’s capital structure which adversely affect the Shares. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders’ ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder’s ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. As The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary at least thirty (30) calendar days before any general shareholder's meeting and sufficient time in the case of extraordinary shareholders' meeting, sufficient copies as the Depositary may reasonable request of English translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the ROC). To the extent the Depositary believes it practicable to do so, as soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions existwritten request, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by deliver to the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such the information in the notice of such meeting or solicitation of consent or proxysent by the Company; (b) a statement that (i) if the Depositary receives instructions in accordance herewith from Holders (as of the record date set by the Depositary) of at least 51% of the aggregate of the ADSs outstanding, instructing the Depositary to vote the Shares in respect of any matter to be voted upon at such meeting in the same manner, then the Depositary will in respect of such matter appoint the Company's chairman or a person designated by the Company's chairman as the voting representative (the "Voting Representative") to represent the Depositary and the Holders at such meeting and vote all the close Shares represented by the ADSs outstanding under the Deposit Agreement in accordance with such identical instructions, insofar as practical and permitted under applicable law and the Company's Articles of business on Incorporation; and (ii) if the ADS Record Date Depositary does not receive such identical instructions from Holders of at least 51% of the aggregate of the ADSs outstanding with respect to such matters, the Depositary will not provide any such voting instructions and instead will be entitled, subject required to any applicable law, appoint the provisions of Voting Representative to attend the Deposit Agreement, meeting and vote all the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part Shares represented by the Company), to instruct ADSs as 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 ADSsVoting Representative deems appropriate; and (c) a brief statement as to the manner in which instruction in respect of such instructions matter may be givengiven by Holders. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, If the Depositary shall endeavorreceives by the date established by the Depositary for that purpose instructions in accordance herewith from Holders of at least 51% of the aggregate of the ADSs outstanding instructing the Depositary to vote Shares in respect of any matter to be voted upon at such meeting in the same manner, then the Depositary will in respect of such matter appoint the Voting Representative as representative of the Depositary and the Holders to attend such meeting and to vote all the Shares represented by the ADSs outstanding in accordance with such identical instruction, insofar as practicable and permitted under applicable law and the provisions Company's Articles of Incorporation. If for any reason, other than the Company's failure to provide timely notice to the Depositary of a shareholders meeting in a manner which will reasonably enable Holders to provide voting instructions, the Depositary does not by the date established by it for that purpose receive such identical instructions in accordance herewith from Holders of at least 51% of the aggregate of the ADSs outstanding with respect to such matter, the Depositary will appoint the Voting Representative to attend such meeting and to vote all the Shares represented by the ADSs outstanding as the Voting Representative deems appropriate. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. Notwithstanding the foregoing, the Depositary is not required to make any appointment of a Voting Representative unless and until it has received an opinion of the Company’s Articles 's ROC counsel, addressed to the Depositary and in form and substance acceptable to the Depositary, at the Company's sole expense, to the effect that, (i) the granting of Association such discretionary proxy does not subject the Depositary to any reporting obligations in the ROC, (ii) the granting of such proxy will not result in a violation of ROC law, rule, regulation or permit, (iii) the voting arrangement and deemed instruction as contemplated herein will be given effect under ROC law, and (iv) the provisions granting of such discretionary proxy will not result in the Shares represented by the ADSs being considered assets of the Deposited Securities, Depositary under ROC law. There is no guarantee that any Holders or beneficial owners of an interest in a ADR will receive voting materials in time to instruct the Depositary to vote or cause and it is possible that Holders and such beneficial owners will not have the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 opportunity to exercise the a right to vote. Notwithstanding anything contained in the Deposit Agreement or this ADR, the Depositary may, to the extent not prohibited by law, rule, regulation or the Company's constituent documents, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from requirements of the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner stock exchange on which the ADSs are listed, in particular will receive lieu of distribution of the notice described above with sufficient time to enable the Holder to return voting instructions materials provided to the Depositary in a timely manner. Notwithstanding the aboveconnection with any meeting of, and in accordance with Section 5.3 or solicitation of the Deposit Agreementconsents or proxies from, the Depositary shall not be liable for any failure to carry out any instructions to vote any holders of the 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 manner in which materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such vote is cast or time as the effect of any ADR department responsible for proxies and voting has received such voteinstructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Constitution and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Deposit Agreement, the Constitution of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder's ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such 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 in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt thereof distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 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 ’s ADSs; , and (c) a brief statement as to the manner and timing in which such voting instructions may be given, including an express indication that such instructions may be givengiven or deemed to be given in accordance with the fourth paragraph of this Section 4.10. 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 (e.g., 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 ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be 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 otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from Holders. Shares or other a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs for 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; provided, however, that no such instruction shall be deemed given as to any matter as to which the Company informs the Depositary that the Company does not want the Depositary to vote in such manner. If (i) the Company made a timely request to the Depositary as contemplated by the second sentence of this Section 4.10 and (ii) no specific timely voting instructions are received by the Depositary from a Holder with respect to the Deposited Securities represented by such Holder’s ADSs 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 Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, applicable laws and the provisions of the Deposited Securities, to give or cause the Custodian to give a discretionary proxy to a person designated by the Board of Directors of 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 Board of Directors of the Company informs the Depositary 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 else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be votedtaken if so reasonably requested by the Depositary. Notwithstanding anything contained in this Deposit Agreement or any ADR to the contrary, the Depositary will not vote the Deposited Securities in accordance with this Section 4.10 unless the Company has provided to the Depositary an opinion of Argentine counsel (which may be the general counsel of the Company), which states that such action is not in contravention of Argentine law or the Articles of Association of the Company if so reasonably requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to voteof, or of solicitation by the Company of consents or proxies from 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 in writing by the Company, fix a record date as provided in Section 4.8 for determining the Holders entitled to give instructions for the exercise of voting rights. The notice shall be provided by the Company in writing in a timely manner (English to the Depositary having no obligation Depositary, with the Company using its reasonable good faith efforts to take any further action if the request shall not have been received by deliver such notice to the Depositary at least 30 twenty one (21) days prior in advance of such meeting. The Company shall provide to the date Depositary sufficient copies, as the Depositary may reasonably request, of such vote or meeting), at notices of the Company's expense and provided no U.S. legal prohibitions exist’s shareholders’ meeting, mail the agenda therefor as well as the English translations thereof, which the Depositary shall distribute to Holders as soon as practicable after receipt of the same by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Datetogether with: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, the Company’s Articles of Association and Incorporation of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective ADSs evidenced by their respective Receipts and (cb) 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 ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in this Deposit Agreement or any Receipt, 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). Upon the timely receipt of written instructions request of a Holder of ADSs on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by in accordance with the instructions set forth in such Receipt request. Holders and Beneficial Owners acknowledge, however, that the Company may not notify the Depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the Depositary to make a timely distribution of such notices to the Holders of ADSs, and that the Holders of ADSs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. The Depositary shall not attempt to exercise the right to vote that attaches to the Shares other than in accordance with such instructions. 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, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such the written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary (including those instructions in electronic form) from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with the provisions of this Section 5.3 4.9. To the extent the Depositary does not receive instructions from the Holders on or prior to such date, the Depositary shall vote or cause to be voted the Deposited Securities in the same manner and in the same proportion as the holders of the all other outstanding Shares vote their Shares. 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. Subject to the 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, if requested and at the expense of the Company, deliver to the Company copies of all voting instructions received from Holders of Receipts, if any, in accordance with which the Depositary will vote, or for cause to be voted, the manner Deposited Securities represented by the ADSs at such meeting. A Holder or Beneficial Owner of ADSs shall not be entitled to give any instructions with respect to voting rights associated with ADSs held by such Holder if and to the extent the total number of Shares beneficially owned by such Holder or Beneficial Owner exceeds any limit which the Company may, from time to time, notify the Depositary. The Company and the Depositary may take any and all action necessary or desirable to enforce the restrictions on the exercise of voting rights set forth in the preceding sentence. The Company acknowledges and agrees that the provisions of Section 5.10 herein shall apply to any liability or expense of the Depositary which such vote is cast may arise out of or in connection with any action of the Depositary or the effect of any such voteCustodian in voting pursuant to this Section 4.9.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; 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 ADSs representing an integral number of Deposited Securities. The Depositary has been advised by the Company that under the Cayman Islands' law as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. Under the Articles of Association (as in effect on the date of the Deposit Agreement) a poll may be demanded by (i) the chairman of the Company, (ii) at least three shareholders present in person or by proxy, (iii) any shareholder or shareholders present in person or by proxy holding not less than one-tenth of the total voting rights of the Shares of the Company conferring the right to vote or (iv) any shareholder or shareholders present in person or by proxy holding Shares of the Company of which the aggregate paid up sum is equal to not less than one-tenth of the total paid up sum of the Company's Shares conferring the right to vote. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Deposit Agreement, the Articles of Association and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder's ADSs evidenced as follows: In the event voting takes place at a shareholders' meeting by such Receipt show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with such the voting instructions received from a majority of Holders of ADSs who provided voting instructions. In the event voting takes place at a shareholders' meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with 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 meeting for quorum purposes if any timely voting instructions have been received from Holders). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such instructions. 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 votedvoted (except in the case voting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary and as permitted by Cayman Islands law to enable Holders and Beneficial Owners to exercise the voting rights relating to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s 's Articles of Association Incorporation and Bylaws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavorendeavour, insofar as practicable and permitted under applicable law and the provisions of the Company’s 's Articles of Association Incorporation and Bylaws and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. 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, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) 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 as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder's ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such 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 in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or 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 Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to voteof, or of solicitation by the Company of consents or proxies from 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 in writing by the Company, fix a record date as provided in Section 4.8 of the Deposit Agreement for determining the Holders entitled to give instructions for the exercise of voting rights. The notice shall be provided by the Company in writing in a timely manner (English to the Depositary having no obligation Depositary, with the Company using its reasonable good faith efforts to take any further action if the request shall not have been received by deliver such notice to the Depositary at least 30 twenty one (21) days prior in advance of such meeting. The Company shall provide to the date Depositary sufficient copies, as the Depositary may reasonably request, of such vote or meeting), at notices of the Company's expense and provided no U.S. legal prohibitions exist’s shareholders’ meeting, mail the agenda therefor as well as the English translations thereof, which the Depositary shall distribute to Holders as soon as practicable after receipt of the same by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Datetogether with: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, the Company’s Articles of Association and Incorporation of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective ADSs evidenced by their respective Receipts and (cb) 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 ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or this Receipt, 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Upon the timely receipt of written instructions request of a Holder of ADSs on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by in accordance with the instructions set forth in such Receipt request. Holders and Beneficial Owners acknowledge, however, that the Company may not notify the Depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the Depositary to make a timely distribution of such notices to the Holders of ADSs, and that the Holders of ADSs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. The Depositary shall not attempt to exercise the right to vote that attaches to the Shares other than in accordance with such instructions. 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, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such the written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary (including those instructions in electronic form) from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with the provisions of Section 5.3 4.9 of the Deposit Agreement. To extent the Depositary does not receive instructions from the Holders on or prior to such date, the Depositary shall vote or cause to be voted the Deposited Securities in the same manner and in the same proportion as the holders of all other outstanding Shares vote their Shares. Notwithstanding anything else contained in the Deposit Agreement 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. Subject to the 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, if requested and at the expense of the Company, deliver to the Company copies of all voting instructions received from Holders of Receipts, if any, in accordance with which the Depositary will vote, or for cause to be voted, the manner Deposited Securities represented by the ADSs evidenced by such ADRs at such meeting. A Holder or Beneficial Owner of ADSs shall not be entitled to give any instructions with respect to voting rights associated with ADSs evidenced by ADRs held by such Holder if and to the extent the total number of Shares beneficially owned by such Holder or Beneficial Owner exceeds any limit which the Company may, from time to time, notify the Depositary. The Company and the Depositary may take any and all action necessary or desirable to enforce the restrictions on the exercise of voting rights set forth in the preceding sentence. The Company acknowledges and agrees that the provisions of Section 5.10 of the Deposit Agreement shall apply to any liability or expense of the Depositary which such vote is cast may arise out of or in connection with any action of the Depositary or the effect Custodian in voting pursuant to Section 4.9 of any such votethe Deposit Agreement.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. requirements; 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 such 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission e-mail (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Incorporation and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such voting instructions. So long as Japanese law and the Articles of Incorporation of the Company provide that votes may only be cast with respect to one or more whole Units of Shares (or other units of other Deposited Securities), the Depositary shall aggregate voting instructions, including instructions deemed given in accordance with the last sentence of this paragraph, to the extent such instructions are the same and vote such whole Units of Shares (or other units of other Deposited Securities) in accordance with the instructions. If after aggregation of all instructions to vote received or deemed received by the Depositary, any portion of the instructions constitutes instructions with respect to less than a whole Unit of Shares (or less than a whole unit of other Deposited Securities), the Depositary shall not vote or cause to be voted the Shares or other Deposited Securities to which such portion of the instructions or deemed instructions apply. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. 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) the Depositary has sought voting instruction from Holders, (iii) no instructions are received by the Depositary from a Holder with respect to an amount of Shares or other Deposited Securities represented by the Holder’s American Depositary Shares on or before the date established by the Depositary for that purpose and (iv) the Depositary has been provided with a legal opinion from the Company's Japanese counsel in form and substance reasonably acceptable to it, the Depositary shall deem that Holder to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Shares or other Deposited Securities, except that such instruction shall not be deemed to have been given and the Depositary shall not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of 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 represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. 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 ADW Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.10 hereof. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS ADW Record Date: (a) an English summary of such notice of meeting or solicitation of consent or proxy; proxy in the format provided by the Company for such purposes, (b) a statement that the Holders at the close of business on the ADS ADW Record Date will be entitled, subject to any applicable French law, the Articles of Association of the Company, the provisions of the this ADW Deposit Agreement, the Company’s Articles of Association ADWR representing the ADWs and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in English in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADWs, and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions (in the manner deemed acceptable to the Depositary) of a Holder on the ADS Record Dateof ADWs as of such record date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Associations and the provisions of the Deposited SecuritiesWarrant Terms and Conditions, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities exercise voting or consent rights attached to Warrants represented by ADSs evidenced by such Receipt ADWs in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to votingany voting or consent rights that may derive from or arise from the Warrants and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote on or consent to any matter, or in any way make use of the Warrants or other Deposited Securities represented by ADWs except pursuant to and in accordance with voting or consent instructions timely received from Holders. No vote shall be exercised and no consent shall be given in respect of any Warrants or other Deposited Securities represented by ADWs in respect of which no specific voting or consent instructions are received by the Depositary from the Holder thereof. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting or consent instructions to the Depositary or otherwise satisfy the conditions to voting their ADWs in a timely manner or that the Custodian will have the legal authority to give effect to any such instructions received 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 ADWs, except pursuant to and in accordance with such written the voting instructions timely received from HoldersHolders or as otherwise contemplated herein. Shares or other Deposited Securities represented by ADSs ADWs for which no specific timely voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders Subject to applicable laws or Beneficial Owners generally rules of any securities exchange on which the Deposited Securities are listed or any Holder or Beneficial Owner in particular will receive traded, at least three (3) Business Days prior to the notice described above with sufficient time date of a meeting, the Depositary shall, unless the Company has agreed to enable a later Receipt Date, deliver the Holder to return Company a tabulation of the voting instructions to received from Holders of ADWs, if any, and the Depositary in a timely manner. Notwithstanding shall vote, or cause to be voted, the above, and Deposited Securities represented by such Holders' ADWs in accordance with Section 5.3 such instructions. Notwithstanding anything else contained in this ADW Deposit Agreement or any ADWR to the contrary, the Depositary and the Company may, by agreement between them, with notice to the Holders, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate (subject, in each case, to the terms of the Sections 6.1 and 7.8 hereof). Notwithstanding anything else contained in this ADW Deposit AgreementAgreement or any ADWR, the Depositary shall not be liable for have any failure obligation to carry out take any instructions action with respect to vote any of the Deposited Securitiesmeeting, or for solicitation of consents or proxies, of holders of Deposited Securities if the manner in which taking of such vote is cast or the effect of any such voteaction would violate U.S. laws.

Voting of Deposited Securities. As soon as practicable after (a) 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 of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shallwill, if requested unless otherwise instructed by the Company Company, promptly thereafter, distribute to all Holders a notice containing (i) the information (or a summary thereof) included in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been such notice received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of including the ADS Record Date: agenda for the meeting, (a) such notice of meeting or solicitation of consent or proxy; (bii) a statement that the Holders at as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Italian law and of the Company’s Articles 's Certificate of Association Incorporation and the provisions of or governing Deposited Securities By-laws (which any such provisions, if anymaterial, shall will be summarized in pertinent part by the Companysuch notice), to instruct the Depositary as to the exercise of the voting rights, if any, any (subject to compliance by such Holder with the requirements described below) pertaining to the number of Shares or other Deposited Securities represented by such Holder's their respective ADSs; and , (ciii) if applicable, a brief statement as to the manner in which such instructions Holders may be given. Upon request a certificate for such meeting attesting that beneficial ownership of the timely receipt related Shares is in the name of written instructions the Holders and therefore enabling them to exercise voting rights with respect to the Shares represented by their ADSs without the use of Voting Proxy Cards as defined hereinafter (the "Certificate") (iv) if applicable, a proxy card (the "Voting Proxy Card") pursuant to which such Holder may appoint the Depositary (with power of substitution) as his or her proxy to vote at such meeting in accordance with the directions set out in such Voting Proxy Card as hereinafter described, and (v) such other information, including any such modification to the foregoing procedures as agreed between the Depositary and the Company. (b) The Voting Proxy Card will, among other things, require the Holder to set forth its name and the number of such Holder's ADSs, authorize the Depositary (or the broker, custodian or other nominee holding such Holders' ADRs) to prohibit any transfers of Shares evidenced by such ADRs for a period of time (i) as set forth by applicable provisions (if any) of Italian laws and regulations and/or applicable provisions (if any) of the Company's Certificate of Incorporation and By-laws and in any case (ii) beginning from the issuance of the Certificate for such meeting and ending at the end of the day on the ADS Record Datedate upon which such meeting is held with a quorum (the "Blocked Period") and authorize the Depositary to request the Custodian to cause the name and address of such Holder to be registered in the Share register of the Company during such Blocked Period and to issue or cause to be issued a Certificate for such meeting during such Blocked Period in respect of the number of Shares represented by such Holder's ADSs. If practicable, the Depositary shall endeavorprovide the Company with written notice of the number of Shares and the number of Holders (including the name of the Holder, if practicable) for which the Depositary has been appointed as a proxy. (c) Upon receipt by the Depositary of a properly completed Voting Proxy Card, on or before the date set by the Depositary for such purpose, the Depositary will attempt, insofar as practicable and permitted under any applicable provisions of Italian law and the provisions Company's Certificate of the Company’s Articles of Association Incorporation and the provisions of the Deposited SecuritiesBy-laws, to vote or cause the Custodian to vote be voted the Shares and/or other Deposited Securities represented by ADSs evidenced by underlying such Receipt ADRs in accordance with any nondiscretionary instructions set forth in such instructionsVoting Proxy Card. Neither the The Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, will not 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 vote that attaches to Shares or underlying such ADRs other Deposited Securities represented by ADSs except pursuant to and than in accordance with such written instructions from Holders. instructions. (d) A Holder desiring to exercise voting rights with respect to the Shares or other Deposited Securities represented by its ADSs without the use of Voting Proxy Cards may do so by (A) depositing its ADRs in a blocked account with the Depositary until the completion of such meeting and (B) instructing the Depositary to (x) furnish the Custodian with the name and address of such Holder, the number of ADSs represented by ADRs held by such Holder and any other information required in accordance with Italian law or the Company's Certificate of Incorporation and By-laws, (y) notify the Custodian of such deposit, and (z) instruct the Custodian to issue a Certificate for which no such meeting, and to give notice to the Company of such Holder's intention to vote the Shares underlying its ADRs. By giving the instructions set forth under point (B) above, Holders will be deemed to have authorized the Custodian to prohibit any transfers of the related Shares for the Blocked Period. Each Holder understands and agrees that a precondition for the issue of the Certificate for a specific voting instructions are received meeting by the Depositary from Custodian may be that beneficial ownership of the related Shares has been in the name of the Holder shall for a specific number of days prior to the date of the meeting according to applicable provisions (if any) of Italian laws and regulations and/or applicable provisions (if any) of the Company's Certificate of Incorporation and By-laws. (e) Under Italian law, shareholders at shareholders' meetings may modify the resolutions presented for their approval by the Board of Directors. In such case Holders who have given prior instructions to vote on such resolutions, and whose instructions do not provide for the case of amendments or additions to such resolutions, will be voted. There can deemed to have elected to have abstained from voting on any such revised resolution. (f) When the Company makes its annual accounts available at its offices in connection with a general meeting of shareholders at which a vote will be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular taken on such accounts, the Company will receive the notice described above with sufficient time to enable the Holder to return voting instructions deliver to the Depositary in a timely manner[and the Custodian] copies of such accounts. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit AgreementUntil such meeting, the Depositary shall not be liable will make available copies of such accounts for inspection at the Transfer Office, the office of the Custodian in Milan, Italy and any failure other designated transfer offices. (g) The Depositary and the Company agree to carry out any instructions use reasonable efforts to make and maintain arrangements (in addition to or in substitution of the arrangements described in this paragraph) to enable Holders to vote any of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteShares underlying their ADRs.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to voteof, or of solicitation by the Company of consents or proxies from 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 in writing by the Company, fix a record date as provided in Section 4.8 of the Deposit Agreement for determining the Holders entitled to give instructions for the exercise of voting rights. The notice shall be provided by the Company in writing in a timely manner (English to the Depositary having no obligation Depositary, with the Company using its reasonable good faith efforts to take any further action if the request shall not have been received by deliver such notice to the Depositary at least 30 twenty one (21) days prior in advance of such meeting. The Company shall provide to the date Depositary sufficient copies, as the Depositary may reasonably request, of such vote or meeting), at notices of the Company's expense and provided no U.S. legal prohibitions exist’s shareholders’ meeting, mail the agenda therefor as well as the English translations thereof, which the Depositary shall distribute to Holders as soon as practicable after receipt of the same by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Datetogether with: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, the Company’s Articles of Association and Incorporation of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective ADSs evidenced by their respective Receipts and (cb) 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 ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in the Deposit Agreement or this Receipt, 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). Upon the timely receipt of written instructions request of a Holder of ADSs on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by in accordance with the instructions set forth in such Receipt request. Holders and Beneficial Owners acknowledge, however, that the Company may not notify the Depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the Depositary to make a timely distribution of such notices to the Holders of ADSs, and that the Holders of ADSs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. The Depositary shall not attempt to exercise the right to vote that attaches to the Shares other than in accordance with such instructions. 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, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such the written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary (including those instructions in electronic form) from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with the provisions of Section 5.3 4.9 of the Deposit Agreement. To extent the Depositary does not receive instructions from the Holders on or prior to such date, the Depositary shall vote or cause to be voted the Deposited Securities in the same manner and in the same proportion as the holders of all other outstanding Shares vote their Shares. Notwithstanding anything else contained in the Deposit Agreement 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. Subject to the 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, if requested and at the expense of the Company, deliver to the Company copies of all voting instructions received from Holders of Receipts, if any, in accordance with which the Depositary will vote, or for cause to be voted, the manner Deposited Securities represented by the ADSs evidenced by such ADRs at such meeting. A Holder or Beneficial Owner of ADSs shall not be entitled to give any instructions with respect to voting rights associated with ADSs evidenced by ADRs held by such Holder if and to the extent the total number of Shares beneficially owned by such Holder or Beneficial Owner exceeds any limit which the Company may, from time to time, notify the Depositary. The Company and the Depositary may take any and all action necessary or desirable to enforce the restrictions on the exercise of voting rights set forth in the preceding sentence. The Company acknowledges and agrees that the provisions of Section 5.10 of the Deposit Agreement shall apply to any liability or expense of the Depositary which such vote is cast may arise out of or in connection with any action of the Depositary or the effect Custodian in voting pursuant to Section 4.9 of any such votethe Deposit Agreement.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 thirty (30) days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of an integral number of ADS Units. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the Articles of Association Incorporation of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder’s ADSs evidenced by such Receipt in accordance with such instructions. To the extent the aggregate of the ADSs voted for and against a proposal do not constitute an integral multiple of ADS Units, the remainder of the aggregate number of votes received in excess of the highest multiple of an ADS Unit will be disregarded. Subject to applicable law, if the Depositary fails to timely receive voting instructions from any Holder of ADSs, or 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, (a) the Depositary will deem such Holder to have authorized and instructed the Depositary to vote or cause to be voted the Deposited Securities represented by such Holder's ADSs in the same manner that Unvoted Shares are contemplated to be voted (as indicated on the face of the applicable Japanese Voting Card) and (b) the Depositary shall vote or cause to be voted the Deposited Securities represented by such Holder's ADSs in accordance with the foregoing clause (a). Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from HoldersHolders or as otherwise contemplated herein. Shares Notwithstanding anything else contained in the Deposit Agreement or other this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities represented by ADSs for which no specific 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 instructions are received rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary from the Holder shall not be votedDepositary. 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. As soon as reasonably practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 20 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles Charter of Association the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Charter of Association the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 5.2 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 21 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 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 ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Deposit Agreement, Company’s 's Memorandum and 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 represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Jersey 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or distribute as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the this Deposit Agreement, the Company’s Articles Estatutos of Association the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to the manner in which such voting instructions may be given; provided, however that if the Company’s request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be obligated to use commercially reasonable efforts to effect the distributions set forth in clauses (a), (b) and (c) of this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall be obligated to distribute the voting materials contemplated herein to Holders of ADSs prior to the corresponding materials having been made publicly available to the holders of shares in Mexico. Notwithstanding anything contained in this Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, 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 ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of this Deposit Agreement, Estatutos of the Company’s Articles of Association Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be 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 otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to, and the Depositary shall, give a discretionary proxy to a person designated by the Company with respect to that number of Deposited Securities, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing, if applicable) that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists or (z) materially and adversely affects the rights of holders of Shares. Shares Subject to the rules of any securities exchange on which the ADSs or other the Deposited Securities represented thereby are listed, at least two business days prior to the date of such meeting, the Depositary shall, if requested by the Company, deliver to the Company a voting report detailing how the Depositary will vote, or cause to be voted, the Deposited Securities represented by ADSs for which no specific at such meeting. 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 ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in this Deposit Agreement or any ADR, the Depositary from the Holder shall not be votedhave any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. 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. As soon as practicable after receipt of ------------------------------ notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior Company) mail to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s 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 represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shallnor their respective nominees, if any, 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 the purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall rule and/or regulation be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ’s ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the CompanyDeposited Securities represented by the ADSs evidenced by such Holder’s Articles ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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.requirements;

Voting of Deposited Securities. The Shares are non-voting, except in certain limited circumstances. The following provisions of this Article (17) shall apply solely in those circumstances in which the Shares are entitled to vote. 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, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record Date: : (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such voting instructions may be given, including a statement setting forth the action to be taken by the Depositary if voting instructions are received that fail to specify the manner in which such Holder's ADSs are to be voted. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Estatuto Social of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder that 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. There can Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or 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 Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be no assurance taken if so requested by the Depositary. It is understood and agreed that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will may not 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. At the date of this Deposit Agreement, the Shares have only limited voting rights. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies of holders of Shares or other Deposited Securities, as soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date will be entitledrecord date set by the Depositary therefor will, subject to any applicable provisions of Brazilan law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted the Custodian to vote the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder's ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in respect of any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedSecurities. There can be is no assurance guarantee 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 such Holder to return any 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy; ) received by the Depositary from the Company, (b) a statement that the Holders at the close of business on Receipts as of the ADS Record Date will be entitled, subject to any insofar as practicable and permitted under applicable law, the provisions terms of the Deposit Agreement, Agreement and of the Bye-Laws of the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rightsrights (or right to consent to or to grant a proxy), if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's their respective ADSs; , and (c) a brief statement as to the manner in which such instructions may be givengiven or may be deemed to have been given in accordance with the second paragraph of this Article 15 if no validly-completed instructions are received by the Depositary from a Holder of ADSs by the ADS voting cut off date set by the Depositary for such purpose. Upon the timely receipt of written instructions request of a Holder on the as of such ADS Record Date, received on or before the ADS voting cut off date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the Deposited Securitiespracticable, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by the ADSs evidenced by such Receipt Receipt(s) in accordance with the instructions set forth in such instructionsrequest. Neither Instructions in respect of any ADS shall be deemed to have been received only if received in accordance with the terms of this Deposit Agreement. To the extent no such instructions are received by the Depositary on or before the ADS voting cut off date established by the Depositary for such purpose from holders of a sufficient number of Shares so as to enable the Company to meet its quorum requirements with respect to any such meeting of shareholders, the Depositary shall, upon the written request of the Company and at all times subject to applicable law, the terms of the Deposit Agreement, the terms and conditions of the Deposited Securities and the Company's Bye-Laws, deem such Holder to: (A) have instructed the Depositary to take such action as is necessary to cause the number of underlying Shares for which no voting instructions have been received from Holders of ADSs so as to meet applicable quorum requirements of the Company (currently 25% of the Shares of the Company) to be counted for the purposes of satisfying applicable quorum requirements; and (B) have given a power of attorney to the Depositary or the Custodian, as its nominee, to cause such equal number of Shares so counted under (A) above being counted for the purposes of establishing a quorum, with respect to any resolutions proposed by the Board of Directors of the Company within the agenda set for such meeting, to be voted at any such meeting in proportion to the voting instructions duly-received by the Depositary from Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by the Depositary for such purpose; provided, however that, except to the extent the Company has provided the Depositary with at least 30 days' written notice of any such meeting, the Shares shall not be so counted and shall not be so voted (proportionately to the voting instructions received by the Depositary from Holders of ADSs as of the ADS Record Date by the ADS voting cut off date set by the Depositary for such purpose) with respect to any matter as to which the Depositary informs the Company that the Depositary reasonably believes that with respect to any such resolution: (i) substantial opposition exists or (ii) it materially affects the rights of holders of Shares. For the purposes of this Article 15 and Section 4.8 to the Deposit Agreement, by way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), and resolutions to approve the public offering or private placement of securities, would not materially affect the rights of holders of Shares. For the avoidance of doubt, neither the Depositary nor the Custodian shall, under any circumstances circumstances, exercise any discretion as to voting, vote any number of Shares other than an integral number thereof, or vote Shares in a manner that would be inconsistent with any applicable law and neither the Company's Bye-Laws. In the event that the Depositary, or the Custodian as its nominee, shall be deemed to have been given a power of attorney to vote the Deposited Shares in accordance with this Article 15 and Section 4.8 of the Deposit Agreement, the Depositary nor and the Custodian shall vote, attempt not be liable to exercise the right to voteCompany or any Holder or any other person in respect of, or in be deemed responsible for, any way make use acts or omissions of (or on behalf of) the Depositary, for purposes the Custodian or any of establishing a quorum its respective directors, officers or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be votedemployees. 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 such Holder to return voting instructions to the Depositary by the ADS voting cut off date set by the Depositary for such purpose. The Company agrees that it will endeavor to provide at least 30 days' prior written notice to the Depositary which will enable the timely notification of Holders as to limitations on the ability of the Depositary to vote a particular ADS according to the voting instructions received in regard to such ADS. Shares which have been withdrawn from the depositary facility and transferred on the Company's register of members to a timely manner. Notwithstanding person other than the above, and Depositary or its nominee may be voted by the holders thereof in accordance with Section 5.3 applicable law and the Company's Bye-Laws. However, Holders or Beneficial Owners of ADSs may not receive sufficient advance notice of shareholder meetings to enable them to withdraw the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to Shares and vote any of the Deposited Securities, or for the manner in which at such vote is cast or the effect of any such votemeetings.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to voteof, or of solicitation by the Company of consents or proxies from 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 in writing by the Company, fix a record date as provided in Section 4.8 for determining the Holders entitled to give instructions for the exercise of voting rights. The notice shall be provided by the Company in writing in a timely manner (English to the Depositary having no obligation Depositary, with the Company using its reasonable good faith efforts to take any further action if the request shall not have been received by deliver such notice to the Depositary at least 30 twenty one (21) days prior in advance of such meeting. The Company shall provide to the date Depositary sufficient copies, as the Depositary may reasonably request, of such vote or meeting), at notices of the Company's expense and provided no U.S. legal prohibitions exist’s shareholders’ meeting, mail the agenda therefor as well as the English translations thereof, which the Depositary shall distribute to Holders as soon as practicable after receipt of the same by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Datetogether with: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, the Company’s Articles of Association and Incorporation of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective ADSs evidenced by their respective Receipts and (cb) 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 ADSs representing an integral number of Deposited Securities. Notwithstanding anything contained in this Deposit Agreement or any Receipt, 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 (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Upon the timely receipt of written instructions request of a Holder of ADSs on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by in accordance with the instructions set forth in such Receipt request. Holders and Beneficial Owners acknowledge, however, that the Company may not notify the Depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the Depositary to make a timely distribution of such notices to the Holders of ADSs, and that the Holders of ADSs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. The Depositary shall not attempt to exercise the right to vote that attaches to the Shares other than in accordance with such instructions. 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, vote or attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise vote the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such the written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary (including those instructions in electronic form) from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with the provisions of this Section 5.3 4.9. To the extent the Depositary does not receive instructions from the Holders on or prior to such date, the Depositary shall vote or cause to be voted the Deposited Securities in the same manner and in the same proportion as the holders of the all other outstanding Shares vote their Shares. 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. Subject to the 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, if requested and at the expense of the Company, deliver to the Company copies of all voting instructions received from Holders of Receipts, if any, in accordance with which the Depositary will vote, or for cause to be voted, the manner Deposited Securities represented by the ADSs at such meeting. A Holder or Beneficial Owner of ADSs shall not be entitled to give any instructions with respect to voting rights associated with ADSs held by such Holder if and to the extent the total number of Shares beneficially owned by such Holder or Beneficial Owner exceeds any limit which the Company may, from time to time, notify the Depositary. The Company and the Depositary may take any and all action necessary or desirable to enforce the restrictions on the exercise of voting rights set forth in the preceding sentence. The Company acknowledges and agrees that the provisions of Section 5.10 herein shall apply to any liability or expense of the Depositary which such vote is cast may arise out of or in connection with any action of the Depositary or the effect of any such voteCustodian in voting pursuant to this Section 4.9.

Voting of Deposited Securities. As soon as practicable after The Company will, to the extent practicable, endeavor to provide the Depositary with notice of any meeting of holders of Shares and other information agreed to between the parties at least seven (7) weeks prior to any such meeting. (a) Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested in writing by the Company Company, as soon as practicable thereafter, mail to the Owners a notice, which shall contain information and voting instruction material so as to provide Owners with a reasonable opportunity to vote at such meetings, in writing particular: (i) such information (or a summary thereof) as is contained in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been such notice of meeting received by the Depositary at least 30 days prior to the date of such vote or meeting), at from the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission ; (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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; (bii) a statement that the Holders at each Owner as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable provisions of Norwegian law, the provisions articles of association (or similar document) of the Deposit Agreement, Company and according to the Company’s Articles rules of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)VPS, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by that Owners' Receipts provided that such Holder's ADSsOwner is, or is acting upon the instruction of, the holder of such Deposited Securities and if that Owner is registered as a shareholder of the Company with the VPS prior to the meeting; and and (ciii) a brief statement as to the manner in which such instructions may be given. . (b) Upon the timely receipt written request of written instructions of a Holder an Owner on such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and Norwegian law, the Deposit Agreement, the provisions of the Company’s Articles articles of Association association (or similar document) of the Company and the provisions rules of the VPS to: (i) cause the number of Shares underlying that Owner’s American Depositary Shares to which that Owner’s request relates to be temporarily transferred to and registered in the records of the VPS in the name of the beneficial holder or beneficial holders specified by such Owner on the condition that VPS will re-register those Shares immediately after conclusion of the shareholders’ meeting in the name of the Depositary or its nominee or the Custodian or its nominee; (ii) notify the Company of its intention to vote the amount of Shares or other Deposited SecuritiesSecurities referred to in clause (b)(i) above; and (iii) as proxy, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 votebe voted , or in any way make use ofotherwise to give effect to the written request of that Owner by voting or causing to be voted, for purposes the amount of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant referred to and in clause (b)(i) above in accordance with instructions set forth in such written request. (c) The Depositary shall not attempt to carry out a voting instruction with respect to American Depositary Shares unless: (i) either: A. the Owner of those American Depositary Shares states in its voting instruction that it is the beneficial owner of those American Depositary Shares; or B. the voting instruction identifies the beneficial owner or beneficial owners of those American Depositary Shares; (ii) the Owner of those American Depositary Shares either: A. agrees with the Depositary that the Depositary will block registration of transfer of the Receipt evidencing those American Depositary Shares; or B. delivers those American Depositary Shares to a blocked account with DTC for the account of the Depositary and notifies the Depositary that those American Depositary Shares are being held in a blocked account; until the conclusion of the meeting at which voting rights are to be exercised on behalf of that Owner; and (iii) the voting instruction sets forth the date upon which it was signed. (d) The Depositary shall not vote any Deposited Securities other than in accordance with instructions received from Holders. Owners. (e) The Depositary will not charge Owners for taking the actions specified in subsections (b) and (c) above in connection with shareholders’ meetings. (f) Subject to the rules of any securities exchange or automated inter-dealer quotation system on which American Depositary Shares or other the Deposited Securities represented by ADSs for which no specific voting instructions thereby are received listed or quoted, upon a written request by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit AgreementCompany, the Depositary shall deliver, at least two business days prior to the date of a shareholders’ meeting, to the Company, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, Shares at that meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary); provided, however, that payment of such expense shall not be liable for any failure a condition precedent to carry out any instructions to vote any the obligations of the Deposited Securities, or for the manner in which such vote is cast or the effect of any such voteDepositary under this Section 4.07.

Voting of Deposited Securities. As soon as practicable after receipt of notice of (i) any meeting at which the holders of Shares Deposited Securities are entitled to vote, vote or of (ii) solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9. 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 request shall not have been received by the Depositary at least 30 days prior and subject to the date penultimate sentence of such vote or meeting)this paragraph, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, soon as practicable after receipt thereof distribute to Holders as of the ADS Record DateDate notice which shall contain: (a) such information as is contained in such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Bylaws and the provisions of of, or governing governing, the Deposited Securities (which provisions, if any, shall be have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; , and (c) a brief statement as to addressing the manner and timing in which such voting instructions may be given, including an express indication that such instructions may be givengiven in accordance with this section. In the event the notice of meeting and request of the Company is not received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be obligated to use commercially reasonable efforts to effect the distributions set forth in clauses (a), (b) and (c) of this paragraph. Notwithstanding anything contained in the Deposit Agreement to the contrary, neither the Company nor the Depositary shall distribute the voting materials contemplated herein to Holders of ADSs prior to the corresponding materials having been made publicly available to the holders of shares in Argentina. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, with the Company’s written consent, to the extent not prohibited by law, regulations or applicable stock exchange on 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, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., 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 ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Articles of Association Deposit Agreement, the Bylaws and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Company shall not be responsible for confirming that each voting instruction was properly given by each Holder to the Depositary and by the Depositary to the Custodian. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt in accordance with such instructionsthe Depositary from the Holder shall not be 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 otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from Holders. Shares or other a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by ADSs for 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; provided, however, that no such instruction shall be deemed given as to any matter as to which the Company informs the Depositary that the Company does not want the Depositary to vote in such manner. If (i) the Company made a request to the Depositary as contemplated by the second sentence of this Section 4.10 and (ii) no specific timely voting instructions are received by the Depositary from a Holder with respect to the Deposited Securities represented by such Holder’s ADSs 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 Board of Directors of the Company with respect to such deposited Securities and the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Bylaws of the Company, applicable laws and the provisions of the Deposited Securities, to give or cause the Custodian to give a discretionary proxy to a person designated by the Board of Directors of 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 Board of Directors of the Company informs the Depositary 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 else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary, if reasonably requested by the Depositary (in accordance with Section 5.7) an opinion of U.S. counsel addressing any actions to be votedtaken. Notwithstanding anything contained in this Deposit Agreement or any ADR, the Depositary will not vote the Deposited Securities in accordance with this Section 4.10 unless the Company has provided to the Depositary an opinion of Argentine counsel (which may be general counsel of the Company), which states that such action is not in contravention of Argentine law or the Bylaws of the Company if so reasonably requested by the Depositary. The Company has informed the Depositary that under Argentine law as in effect as of the date hereof, (i) any shareholder (including the holders of Deposited Securities) of the Company who votes on any matter involving the Company in which the shareholder’s interests conflict with the interests of the Company may be liable under Argentine law for damages to the Company resulting from such shareholder’s vote, but only if the matter would not have been approved without the shareholder’s vote and (ii) shareholders who vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law, applicable Argentine regulations or the Bylaws may be held jointly and severally liable for damages to the Company, other shareholders or third parties resulting from that resolution. This liability may apply to Holders and Beneficial Owners of ADSs and, as a result, Holders and Beneficial Owners shall indemnify the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims that may arise against, and any liability that may be incurred by, the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates as a result of any voting instructions carried out on behalf of Holders and Beneficial Owners that give rise to such liability under Argentine law. 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association 's constituent documents and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of American Depositary Shares on the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of this Deposit Agreement, the Company's constituent documents and the provisions of 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 ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, of for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of 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 represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting or and any solicitation of consent or proxy; materials, (b) a statement that the Holders at the close of business each Holder on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of or governing Deposited Securities to vote or cause to be voted the Company’s Articles Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of Association any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall take such action as is necessary, upon the written request of the Company and subject to applicable law, the share handling regulations of the Company and the provisions terms and conditions of the Deposited Securities, to vote or cause such underlying Shares to be counted for the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 satisfying applicable quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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 voterequirements.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, ) mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record DateHolders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company's Articles of the Deposit Agreement, the Company’s Articles Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such HolderHxxxxx's ADSs; ADS and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the provisions of the Articles of Association and Memorandum 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 represented by ADSs evidenced held by such Receipt Holder, either on a show of 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 instructions received from the Holders giving instructions. The Company's Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the total 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 instructionsHolder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Hxxxxx(s)' American Depositary Shares) with an aggregate paid up capital of at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not join in demanding a poll. The 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 tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. 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 15 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Estatuto Social and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association Incorporation and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Incorporation and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company. The Depositary shall, insofar as practicable, and provided the Depositary has, upon its request, been given a legal opinion from the Company's counsel in form and substance reasonably acceptable to it, give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs as to which such instructions are deemed to have been so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter (w) if not permitted under applicable law, the Company’s Articles of Incorporation or the provisions of or governing the Deposited Securities, (x) if the Company does not wish such proxy to be given, (y) if there is substantial opposition to such matter or (z) if such matter materially adversely affects the rights of holders of Shares. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, ) mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: Holders: (a) such notice of meeting or solicitation of consent or proxy; proxies, (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions Company's Articles of the Deposit Agreement, the Company’s Articles Association and Memorandum of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADS and (c) a brief statement as statexxxx xs to the manner in which such instructions may be given. Upon the timely receipt of written voting instructions of from a Holder of ADSs on the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Deposit Agreement, the provisions of the Articles of Association and Memorandum 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 represented by ADSs evidenced held by such Receipt Holder, either on a show of 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 instructions received from the Holders giving instructions. The Company's Articles of Association and Memorandum of Association provide that a poll may be demanded at any general meeting by a holder or holders holding (a) at least 10% of the total 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 instructionsHolder(s)' American Depositary Shares) entitled vote on a resolution or (b) Shares (represented by such Holder(s)' American Depositary Shaxxx) xith an aggregate paid up capital of at least Rs.50,000, the Custodian, acting on behalf of the Holders upon the instructions of the Depositary, may not join in demanding a poll. The 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 tie. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADS except pursuant to and in accordance with such written instructions from Holders. If voting instructions are received by the Depositary from any Holder on or before the date established by the Depositary for the receipt of such instructions, which are signed but without further indication as to specific instructions, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such instructions. Shares or other Deposited Securities represented by ADSs ADS for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or consents or proxies, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. As soon as practicable after (a) 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 of holders of Shares Stock 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 as soon as practicable, fix a record date as provided in writing in a timely manner Section 4.06 (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the "ADS Record Date: ") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting or and in the solicitation of consent or proxy; materials if any, (bii) a statement (in a form provided by the Company) that the Holders a Holder of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, laws of Australia and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares Stock or other Deposited Securities represented by such Holder's ADSs; thereby and (ciii) a brief statement as to the manner in which such instructions may be given. Upon The Depositary shall, if so requested by the timely receipt Company and at the Company's expense, arrange for distribution of written instructions the Depositary Notice to Beneficial Owners (in the case of a Holder on Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions from a Holder as of the ADS Record Date received on or before the date established by the Depositary for such purpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares Stock and/or other Deposited Securities represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares Stock or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt, other than in accordance with such written instructions received from the Instructing Holders. Shares or other . (b) The Depositary shall, if so requested by the Company, make available to all Beneficial Owners a means by which each Beneficial Owner may, upon terms and conditions prescribed by the Company and the Depositary, request the Depositary (in the manner set out in the Depositary Notice) to appoint the Beneficial Owner as Custodian of the Deposited Securities represented by the Beneficial Owner's ADSs (for which no specific voting instructions are received by the Depositary from limited purposes of this Section 4.07(b)) so that the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive can vote the notice described above with sufficient time to enable Deposited Securities represented by such Beneficial Owner's ADSs as the Holder to return voting instructions to registered legal owner of the Deposited Securities (rather than as Beneficial Owner of ADSs through the Depositary in a timely manner. Notwithstanding the above, and manner contemplated in accordance with Section 5.3 4.07(a) of the Deposit Agreement). If the Company wishes to enable Beneficial Owners to vote the Deposited Securities as the registered legal owners thereof, it shall instruct the Depositary shall to include a description of the applicable procedures and requirements in the Depositary Notice and to arrange for the distribution of the Depositary Notice, at the expense of the Company, to the Beneficial Owners of ADSs (in the case of Beneficial Owners that are not be liable for any failure to carry out any instructions Holders, through the Holder(s) of the Beneficial Owners' ADSs). Any Beneficial Owner who wishes to vote any Deposited Securities as registered legal owner of the Deposited Securities, Securities represented by the Beneficial Owner's ADSs shall be required to timely and validly instruct the Depositary (in the manner set out in the Depositary Notice) to (x) vote (or arrange for the appointment of a proxy to vote) the Deposited Securities in the manner directed by the Beneficial Owner (including directions to provide a discretionary proxy to a person designated by the Company) and (y) arrange for the transfer of registered legal ownership of the Deposited Securities evidenced by the Beneficial Owner's ADSs to the Beneficial Owner, and shall, upon and by virtue of having provided such instructions, have (i) confirmed that the Beneficial Owner is a party to the Deposit Agreement and bound by its terms and conditions, (ii) agreed to hold the Deposited Securities registered in the name of the Beneficial Owner as Custodian under the terms of the Deposit Agreement for the period of such registration, (iii) consented to being a member of the Company for the period during which such vote the Deposited Securities are registered in the name of the Beneficial Owner, and (iv) authorized and directed the disclosure to the Depositary and the Company of the Beneficial Owner's name, address and securities holdings for the purpose of registration of the applicable Deposited Securities in the name of the Beneficial Owner as registered legal owner on the register of the Company's Shareholders. Every Holder of ADSs (to the extent a Beneficial Owner), and every Beneficial Owner (who is cast or not a Holder) by virtue of becoming a party to the effect Deposit Agreement, in each case as of any such vote.the ADS Record Date, does, as a party to this Deposit Agreement, grant pursuant to the terms of this Section 4.07(b) of the Deposit Agreement a durable power of attorney, valid for up to 360 calendar days from the ADS Record Date, governed by New York law (without regard to New York principles of conflicts of law), and unaffected by the disability, incompetence,

Voting of Deposited Securities. As soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested Securities sent 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 the meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Holders (a) a summary in English or an English version of the notice of such meeting sent by the Company and to the Depositary, to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement in a form provided by the Company that the Holders at and holders of ADRs as of the close of business on a record date established by the ADS Record Date Depositary pursuant to paragraph 11 hereof who hold the right to instruct the Depositary with respect to the voting rights pertaining to the Shares or Deposited Securities represented by their ADSs ("Voters") will be entitled, subject to any applicable law, the provisions of the Deposit AgreementFrench Law, the Company’s Articles of Association 's statuts and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part in such statement), to exercise such voting rights (subject to the restrictions detailed below), if any, provided that any such Voter takes such steps as may be required to become the Holder as shown on the books of the Depositary on or before the response date established by the CompanyDepositary for such purposes and specified in the notice to Holders (the "Receipt Date"), (c) summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Voters who are Holders to exercise such voting rights, by means of voting by mail (formulaire de vote à distance) or by proxy, (d) a voting instruction card (including a formulaire de vote à distance and blank proxy or procuration en blanc (a signed voting instruction card which does not set forth specific voting instructions shall constitute a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Board of Directors and all other information, authorizations and certifications required under French law to allow Voters to vote Shares in registered form and shares in bearer form)) to be prepared by the Company in consultation with the Depositary (a "Voting Instruction Card") and (e) a notice to be forwarded to all Voters who are holders and not Holders as of the date the Depositary mailed the materials described above that before the Depositary provides such Voters with a Voting Instruction Card, such Voters must contact the Depositary by telephone, mail or facsimile transmission in order to confirm that they have become Holders hereunder. Upon the Depositary's receipt of the contact referred to in (e) above, the Depositary will promptly mail or send via facsimile transmission to such Voters a Voting Instruction Card. Upon the Depositary's receipt of a Voting Instruction Card from any Voter who is a Holder, duly completed and executed, on or before the Receipt Date and subject to the other restrictions set forth in this paragraph 12, the Depositary shall forward such materials or documents as soon as practicable to the Custodian. In accordance with French company law and the Company's statuts, a precondition for exercising any voting right is that, in the case of a holder of Shares in registered form, such holder be registered in the share register of the Company no later than one (1) calendar day prior to the date of the shareholders' meeting or, in the case of a holder of Shares in bearer form, such holder shall request its accredited financial intermediary to issue a certificat d'immobilisation de titres au porteur evidencing the immobilization of its Shares until the time fixed from the meeting, no more than one (1) calendar day prior to the date of the meeting. Pursuant to the requirements of French law, any Voter who is a holder of an ADR representing Shares in registered form that desires to exercise its voting rights at a shareholders' meeting is required to instruct the Depositary as to block the transfer of its ADR or ADRs until the completion of such meeting and to instruct the Depositary to request that the Custodian register the names and addresses of such Voter in the share register of the Company and deposit the formulaire de vote à distance, or the blank proxy or procuration en blanc with the Company, at least three (3) calendar days prior to the exercise date of the voting rightsshareholders' meeting. The Voting Instruction Card shall provide, among other things, for certifications by the Voter as follows: (i) setting forth such Voter's full name, address and number of ADSs owned and any other information required in accordance with French law or the Company's statuts, (ii) if anysuch Voter was the owner of a beneficial interest in the Master ADR but not the Holder of such ADRs as of the date the Depositary mailed the materials described above, pertaining confirming that it has instructed the Depositary to reregister such Voter's name in its books as the Holder of such ADRs, (iii) instructing the Depositary not to permit any transfers of any ADSs evidenced by such ADRs for a period beginning on the date of the receipt of such Voting Instruction Card by the Depositary and ending at the end of the day of the date of such meeting (the "Blocking Period"), and (iv) authorizing the Depositary to request the Custodian (x) to cause the name and address and any other information required in accordance with French law or the Company's statuts of such Voter to be registered in the share register of the Company during the Blocking Period in respect of the number of Shares or other Deposited Securities represented by such HolderVoter's ADSs; , if such Shares are held in registered form, or authorizing the Depositary to request the Custodian to issue a certificat d'immobilisation de titres au porteurduring the Blocking Period in respect of the number of Shares represented by such Voter's ADSs, if such Shares are held in bearer form and (cy) a brief statement as to deposit the formulaire de vote à distance, or the blank proxy or procuration en blanc with the Company, at least three (3) calendar days prior to the manner date of the shareholders' meeting. Pursuant to French requirements, any Voter who is a holder of an ADR representing Shares in which bearer form that desires to exercise its voting rights at a shareholders' meeting is required to (a) instruct the Depositary to block the transfer of its ADR or ADRs until the completion of such instructions meeting and (b) instruct the Depositary to (i) furnish the Custodian with the name and address of such Voter, the amount of ADSs represented by ADRs held by such Voter and any other information required in accordance with French law or the Company's statuts, (ii) notify the Custodian that the transfer of such ADRs has been blocked, (iii) request that the Custodian issue a certificat d'immobilisation de titres au porteur with respect to such Shares and (iv) request that the Custodian deposit such certificat together with the formulaire de vote à distance or the blank proxy or procuration en blanc with the Company at least three (3) calendar days prior to the date of the meeting and give notice to the Company of such Voter's intention to vote. According to French company law, voting rights may not be givenexercised in respect of fractional shares. Neither Holders nor the Depositary will be entitled to exercise double voting rights by virtue of their holdings of ADSs or otherwise unless the Depositary has been advised in writing by the Company that Holders are eligible to benefit from such rights as a matter of French law and the Company and the Depositary shall have devised a mechanism for the allocation of such rights. Upon receipt by the timely receipt of written instructions Depositary of a properly completed Voting Instruction Card, on or before the Receipt Date, and provided that the Voter instructing the Depositary with respect to voting the Shares has become, on or before the Receipt Date and has remained until the Receipt Date, the Holder of such ADRs on the ADS Record Datebooks of the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under any applicable law and the provisions of French law, the Company’s Articles of Association 's statuts and the provisions of the Deposited Securities, to vote or cause to be voted (including instructing the Custodian custodian to vote perform all applicable duties set forth in the Voting Instruction Card and in this paragraph 12 and restricting transfer of ADSs as set forth in the Voting Instruction Card and in this paragraph 12), the Shares and/or or other Deposited Securities represented by ADSs evidenced by in accordance with any instructions set forth in such Receipt request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities other than in accordance with such instructions. Neither The Depositary shall not comply with any instructions set forth on any Voting Instruction Card, except with respect to, and only to the extent of, the number of ADSs registered in the name of the Voter giving such instructions on the books of the Depositary nor on the Custodian shallReceipt Date. Under French company law, shareholders at ordinary and extraordinary shareholders' meetings may modify the resolutions presented to the shareholders for their approval by the Board of Directors. In such case, Voters who have given prior instructions to vote on such resolutions shall be deemed to have voted against the revised resolutions; provided, however, that in the event such revised resolutions have been approved by the Board of Directors of the Company during a suspension of the shareholders' meeting, Voters who have sent a blank proxy (procuration en blanc) shall be deemed to have voted in favor of such revised resolutions approved by the Board of Directors. The Depositary will not charge any fees in connection with the foregoing transactions to enable any Voter to exercise its voting rights under any circumstances exercise any discretion as this paragraph (12). Subject to votingparagraph (14), and neither the Depositary and the Company and their respective directors, employees, agents and controlling persons (as defined in the Securities Act of 1933) assume no obligation nor shall they be subject to any liability under the Custodian shall voteDeposit Agreement or this ADR to any Holder or any other person with respect to (i) whether a Holder or such other person is a Voter or (ii) whether the name, attempt to exercise the right to vote, or in any way make use of, for purposes address and number of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or of any Holder or Beneficial Owner in particular will receive such other person is properly entered into the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary Company's Share registry 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 manner or as to carry out any instructions to vote any of the Deposited Securities, or for the manner in which of such vote is cast or the effect of any such voteentry, if any.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to voteof, or of solicitation by the Company of consents or proxies from 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 in writing by the Company, fix a record date as provided in Section 4.09 for determining the Holders entitled to give instructions for the exercise of voting rights. The notice to the Depositary that there will be a meeting of holders of Shares shall be provided by the Company in writing in a timely manner (the Depositary having no obligation English to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, with the Company using its reasonable good faith efforts to deliver such notice to the Depositary in no event less than twenty-one (21) days in advance of such meeting. The Company shall transmit to the Depositary such notice, the agenda therefor as well as the English translations thereof, which the Depositary shall mail to Holders as soon as practicable after receipt of the ADS Record Datesame by the Depositary, together with: (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy; ) received by the Depositary from the Company, (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, Articles of Incorporation of the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective Regulation S GDSs evidenced by their respective Regulation S GDRs 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 Regulation S GDSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions request of a Holder of Regulation S GDSs evidenced by Regulation S GDRs on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs Regulation S GDSs evidenced by such Receipt Regulation S GDRs in accordance with the instructions set forth in such instructionsrequest. Neither Holders and Beneficial Owners acknowledge, however, that the Company may not notify the Depositary nor sufficiently in advance of the Custodian shall, under any circumstances exercise any discretion as scheduled date of a meeting or solicitation of consents or proxies to votingenable the Depositary to make a timely mailing of such notices to the Holders of Regulation S GDRs, and neither that the Holders of Regulation S GDRs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. The Depositary nor the Custodian shall vote, not attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise vote that attaches to the Shares or other Deposited Securities represented by ADSs except pursuant to and 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. 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.such

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 20 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association 's By-Laws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association 's By-Laws and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. (a) Notice of any Meeting or Solicitation. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, #114404655 v8 US-DOCS\123953583.1 or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date record date in respect of such meeting or solicitation of such consent or proxy. The accordance with paragraph (11) above provided that if the Depositary shall, if requested by receives a written request from 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 and at least 30 days prior to the date of such vote or meeting), the Depositary shall, at the Company's expense expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and provided no U.S. legal prohibitions existmeeting and any solicitation materials, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed ii) that each Holder on the record date set by the Company and the Depositary), unless otherwise agreed in writing 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 entitledDepositary will, subject to any applicable provisions of Swedish law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (ciii) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written , including instructions of to give a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of discretionary proxy to a person designated by 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 represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Each Holder shall not be votedsolely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There can be is no assurance guarantee that Holders or and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder or Beneficial Owner to return any 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. or Russian (including without limitation the rules of Russian Stock Exchanges on which the Shares are listed) legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association Charter and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Charter and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Russian law (including without limitation the rules of the Russian Stock Exchanges on which the Shares are listed), 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. The Company agrees that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, the terms and conditions of this Section 4.8.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxyproxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)manner, at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; , (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles Estatutos of Association the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ’s ADSs and (c) a brief statement as to the manner in which such voting instructions may be given; provided, however that if the Company’s request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting, the Depositary shall only be obligated to use commercially reasonable efforts to effect the distributions set forth in clauses (a), (b) and (c) of this paragraph. 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, if applicable, 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 ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written instructions of from a Holder on of ADSs as of the ADS Record DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and law, the provisions of the Company’s Articles Deposit Agreement, the Estatutos of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. Deposited Securities represented by ADSs evidenced for which no timely voting instructions are received by such Receipt the Depositary from the Holder shall not be voted (except as otherwise contemplated in accordance with such instructionsthe Deposit Agreement or 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 otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement or 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 ADSs for which no specific 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 in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions are have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary from the Holder shall not be votedDepositary. 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. As soon as practicable after Upon receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, 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 as soon as practicable thereafter and to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions existextent permitted by law, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by to the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: (a) a copy of such notice of meeting or solicitation of consent or proxy; and (b) a statement that the Holders at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable lawprovisions of English law and of the Memorandum, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other amount of Deposited Securities represented by such Holder's ADSs; underlying their respective American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt of written instructions request of a Holder as of such record date, received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association 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 represented by ADSs evidenced by such Receipt in accordance with such instructions. 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 amount of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and underlying such American Depositary Shares in accordance with any nondiscretionary instructions set forth in such request; provided, however, that the Depositary, unless specifically instructed by the Holder, shall not demand a poll. The Depositary shall not vote the Deposited Securities underlying a Receipt except in accordance with written instructions from Holdersthe Holder of such Receipt. In accordance with the Articles and English law, failure by a Holder, or a person holding an interest in Shares or other through a Holder, to comply with the Company's request for information of the nature referred to in Section 3.04 may result, inter alia, in withdrawal of the voting rights of the Shares underlying the Receipts held by that Holder and thus the rights described in this Section 4.07 to direct the voting of Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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 underlying such vote is cast or the effect of any such voteReceipts.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association 's Statuten and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Statuten of Association the Company and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. 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, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by Under the Company’s Statuten, the Depositary from will be entitled to vote all shares that represent up to 2% of the Holder shall not be votedCompany’s nominal share capital. There can be no assurance that Holders or Beneficial Owners generally or To exercise voting rights in excess of this threshold requires the Depositary to disclose to the Company the name, address and shareholding of any Holder or Beneficial Owner in particular will receive for whose account it is holding 0.5% or more of the notice described above with sufficient time Company’s outstanding share capital. In order to enable accommodate these requirements, the Depositary shall at its cost establish procedures to obtain from a Holder to return or Beneficial Owner of 0.5% or more of the Company’s outstanding share capital who provides valid voting instructions the requisite information to permit the Depositary in to vote such Holder’s or Beneficial Owner’s shares. In the event that the Depositary after due inquiry based on such procedures does not receive such requisite information from a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit AgreementHolder or Beneficial Owner, the Depositary shall not be liable for any failure to carry out any instructions required to vote any the shares of the Deposited Securities, such Holder or for the manner in which such vote is cast or the effect of any such voteBeneficial Owner.

Voting of Deposited Securities. As soon as practicable after Upon receipt of (a) notice from the Company 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, Securities and (b) the Depositary shall fix statement of the ADS Record Date in respect of Custodian or 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 other major commercial German bank as may be reasonably chosen by the Depositary at least 30 days prior after consultation with the Company to act as a proxy bank (the date of such vote or meeting"Proxy Bank"), at setting forth its recommendations with regard to voting of the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or Shares as otherwise agreed by to any matter which is set forth in the notice of meeting from the Company and on which a vote is to be taken by holders of Shares, together with an English translation thereof (the Depositary"Recommendation"), unless otherwise agreed requested in writing by the Company and Company, the DepositaryDepositary shall, as soon as practicable thereafter and, where practicable, in consultation with the Company, mail to the Holders a notice (“Notice”), which shall contain (i) such information as of the ADS Record Date: (a) is contained in such notice of meeting or solicitation of consent or proxy; and (bii) a statement that the Holders at as of the close of business on the ADS Record Date a specified record date ("Voters") will be entitled, subject to any applicable provision of German law, the provisions Articles of Association of the Company, the Deposit Agreement, the Company’s Articles of Association ADRs and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as exercise, or to give instructions for the exercise of of, the voting rights, if any, pertaining to the whole number of Shares or other Deposited Securities represented by their respective ADSs on such Holder's ADSs; date (iii) the Recommendation and (civ) a brief statement as to the manner in which such instructions may be given, including an express indication that if no voting instructions are received on or before the date established by the Depositary for such purpose (the "Instruction Date") then the Voters shall in each case be deemed to have instructed the Depositary to vote or cause the shares to be voted in accordance with the Recommendation. Provided that and to the extent that, pursuant to applicable German and U.S. law and/or stock exchange regulations as in effect from time to time, the Company is permitted to satisfy its obligation to provide any such notice to holders of its Shares either by electronic delivery or by posting such notice on one or more Internet websites, the Depositary’s obligation to mail such Notice to Holders may be satisfied either by the electronic delivery of such Notice by the Depositary, or by the Company’s posting of such Notice on one or more Internet websites accompanied by the Depositary’s delivery of a notice of availability relating to such posting, provided that in each case such delivery or posting is conducted in the manner permitted under applicable German and U.S. law and stock exchange regulations. Upon the timely receipt of written instructions request of a Holder Voter, as applicable, on such record date, received on or before the ADS Record Instruction Date, the Depositary shall endeavorendeavour, insofar as practicable and permitted under applicable law and German law, the provisions Articles of Association of the Company’s Articles of Association , the Deposit Agreement and the provisions of the Deposited SecuritiesADR, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by the ADSs evidenced by such Receipt ADR in accordance with the instructions set forth in such instructionsrequest. The Company agrees, without any liability to the Voters arising hereunder, to provide notice of any meeting of Voters of Shares or other Deposited Securities containing the requisite information, together with English translations, to the Depositary within the twelve calendar days following the publication of the invitation to the shareholders meeting in the German electronic Federal Gazette. Voting rights may be exercised only in respect of ADSs that represent whole Share increments. 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 that attaches to the Shares or other Deposited Securities represented by ADSs except pursuant to and Securities, other than in accordance with such written instructions or deemed instructions received from Holdersthe Voters, as applicable, as of such record date. Subject to the following paragraph of this Paragraph (13), if no specific voting instructions are received by the Depositary from any Voter (to whom Notice was sent by the Depositary) with respect to the Deposited Securities represented by the ADSs evidenced by such ADR on or before the Instruction Date, such Voter shall be deemed, and the Depositary shall deem such Voter, to have instructed the Depositary to vote such Deposited Securities or to cause such Deposited Securities to be voted in accordance with the Recommendation. In no event may the Depositary itself or the Custodian exercise any voting discretion over any Shares or other Deposited Securities. Anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Proxy Bank shall fail to supply the Recommendation to the Depositary at least twenty-one (21) calendar days prior to any meeting of Voters of Shares or other Deposited Securities represented by ADSs for with respect to which the Depositary has received notice of meeting from the Company, the Depositary shall mail the Notice (which in this case will not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank) to the Voters as herein above provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Voter on or before the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above Instruction Date with sufficient time to enable the Holder to return voting instructions respect to the Depositary Deposited Securities represented by the ADSs evidenced by such ADRs, no votes shall be cast at such meeting with respect to such Deposited Securities. Nothing in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit AgreementAgreement shall be construed to grant to a Voter any voting rights with respect to Deposited Securities to which, the Depositary shall by their terms, voting rights do 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 voteotherwise attach.

Voting of Deposited Securities. As soon (a) Pursuant to the provisions of Stock as practicable after set forth in the Articles of Association, holders of Stock may exercise voting rights only in respect of certain specified matters, including the reduction of capital, winding up of the Company, disposal of the whole of the property and business and undertaking of the Company and any other matters which directly affect the rights or privileges of the holders of Stock. The Stock will not have other rights unless and until preferential dividends which have been declared and due for payment, and therefore been in arrears, for more than six months and remain unpaid. 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 of holders of Shares Stock 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 as soon as practicable, fix a record date as provided in writing in a timely manner Section 4.06 (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the "ADS Record Date: ") for determining the Holders of Receipts entitled to give instructions for the exercise of voting rights or the grant of proxies or consents, and distribute to the Holders of Receipts a notice (athe "Depositary Notice") which shall contain (i) such information as is contained in such notice of meeting or and in the solicitation of consent or proxy; materials if any, (bii) a statement (in a form provided by the Company) that the Holders a Holder of Receipts at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, laws of Australia and of the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, rights pertaining to the Shares Stock or other Deposited Securities represented by such Holder's ADSs; thereby and (ciii) a brief statement as to the manner in which such instructions may be given. Upon The Depositary shall, if so requested by the timely receipt Company and at the Company's expense, arrange for distribution of written instructions the Depositary Notice to Beneficial Owners (in the case of a Holder on Beneficial Owners that are not Holders, through the Holders of the Beneficial Owners' ADSs) as of the ADS Record Date. Upon receipt of the voting instructions from a Holder as of the ADS Record Date received on or before the date established by the Depositary for such purpose and in a manner deemed acceptable by the Depositary and the Company (an "Instructing Holder"), the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and Articles of Association of the Company and the provisions of the Deposited Securities, Securities to vote or cause the Custodian to vote the Shares Stock and/or other Deposited Securities represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with such instructionsthe instructions received from the Instructing Holder. Neither the The Depositary nor the Custodian shall, under any circumstances shall not itself exercise any voting discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in over any way make use of, for purposes of establishing a quorum or otherwise the Shares Stock or other Deposited Securities represented evidenced by ADSs except pursuant to and a Receipt, other than in accordance with such written instructions received from the Instructing Holders. Shares or other . (b) The Depositary shall, if so requested by the Company, make available to all Beneficial Owners a means by which each Beneficial Owner may, upon terms and conditions prescribed by the Company and the Depositary, request the Depositary (in the manner set out in the Depositary Notice) to appoint the Beneficial Owner as Custodian of the Deposited Securities represented by the Beneficial Owner's ADSs (for which no specific voting instructions are received by the Depositary from limited purposes of this Section 4.07(b)) so that the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive can vote the notice described above with sufficient time to enable Deposited Securities represented by such Beneficial Owner's ADSs as the Holder to return voting instructions to registered legal owner of the Deposited Securities (rather than as Beneficial Owner of ADSs through the Depositary in a timely manner. Notwithstanding the above, and manner contemplated in accordance with Section 5.3 4.07(a) of the Deposit Agreement). If the Company wishes to enable Beneficial Owners to vote the Deposited Securities as the registered legal owners thereof, it shall instruct the Depositary shall to include a description of the applicable procedures and requirements in the Depositary Notice and to arrange for the distribution of the Depositary Notice, at the expense of the Company, to the Beneficial Owners of ADSs (in the case of Beneficial Owners that are not be liable for any failure to carry out any instructions Holders, through the Holder(s) of the Beneficial Owners' ADSs). Any Beneficial Owner who wishes to vote any Deposited Securities as registered legal owner of the Deposited Securities, Securities represented by the Beneficial Owner's ADSs shall be required to timely and validly instruct the Depositary (in the manner set out in the Depositary Notice) to (x) vote (or arrange for the appointment of a proxy to vote) the Deposited Securities in the manner directed by the Beneficial Owner (including directions to provide a discretionary proxy to a person designated by the Company) and (y) arrange for the transfer of registered legal ownership of the Deposited Securities evidenced by the Beneficial Owner's ADSs to the Beneficial Owner, and shall, upon and by virtue of having provided such instructions, have (i) confirmed that the Beneficial Owner is a party to the Deposit Agreement and bound by its terms and conditions, (ii) agreed to hold the Deposited Securities registered in the name of the Beneficial Owner as Custodian under the terms of the Deposit Agreement for the period of such registration, (iii) consented to being a member of the Company for the period during which such vote is cast or the effect Deposited Securities are registered in the name of any such vote.the Beneficial Owner, and (iv) authorized and directed the disclosure to the Depositary and the Company of the Beneficial Owner's name, address and securities holdings for the purpose of registration of the applicable Deposited Securities in the name of the Beneficial Owner as registered legal owner on the register of the Company's Shareholders. Every Holder of ADSs (to the extent a Beneficial Owner), and every Beneficial

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent consents or proxyproxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, 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 as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Estatuto Social and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. There can be no assurance that Holders and Beneficial Owners will be given the opportunity to vote or cause the Custodian to vote on the 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 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 herein 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. 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 date established by the Depositary in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 of the Deposit Agreementfor such 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 any that amount of the Deposited Securities, or for 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 manner Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in which such vote is cast or the effect of any such vote.writing, if applicable)

Voting of Deposited Securities. As soon (i) Following actual receipt by the ADR department of the Depositary responsible for proxies and voting of Holders’ instructions (including, without limitation, instructions of any entity or entities acting on behalf of the nominee for DTC), the Depositary shall, in the manner and on or before the time established by the Depositary for such purpose, endeavor to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holders’ ADRs in accordance with such instructions insofar as practicable after receipt and permitted under the provisions of notice or governing Deposited Securities. The Depositary will not itself exercise any voting discretion in respect of any meeting at which Deposited Securities. The Company has advised the holders Depositary that, under current Japanese law and the Company’s Articles of Incorporation, voting rights can only be exercised with respect to units consisting of 100 Shares. Accordingly, Holders and Beneficial Owners are advised that, notwithstanding anything herein to the contrary, the Depositary will only be able to endeavor to vote or cause to be voted such number of Deposited Securities that shall equal a multiple of 100 Shares are entitled (or such other number as the Company's Articles of Incorporation may specify from time to time) and, as a result, if the Depositary receives voting instructions for such number of Deposited Securities (the “Instructed Shares”) that is not a multiple of the requisite number of Shares, then the Depositary shall only endeavor to vote, or cause to be voted, such number of solicitation Instructed Shares that represents the highest applicable multiple of consents or proxies the requisite number of Shares, taking into account a pro-ration of the voting instructions received from holders of Holders, and any remaining Instructed Shares or other Deposited Securities, shall not be voted. (ii) To the extent that the Depositary shall fix (A) receives 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 Company’s written request pursuant to paragraph 12(a) in a timely manner as provided therein, (B) reasonably believes that it has been provided with notice of a meeting in sufficient time to ensure that the Depositary having no obligation to take any further action if the request shall not have been Voting Notice will be received by the Depositary at least 30 all Holders and Beneficial Owners no less than 10 days prior to the date of the meeting and/or the cut-off date for the solicitation of consents, and (C) does not receive instructions on a particular agenda item from a Holder (including, without limitation, any entity or entities acting on behalf of the nominee for DTC) in a timely manner, such vote or meeting)Holder shall be deemed, at and the Company's expense and provided no U.S. legal prohibitions existDepositary is instructed to deem such Holder, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed to have instructed the Depositary to give a discretionary proxy for such agenda item(s) to a person designated by the Company and to vote the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs for which actual instructions were not so given by all such Holder's ADSs; Holders on such agenda item(s), provided that no such instruction shall be deemed given and no discretionary proxy shall be given unless (1) to the best of Company’s knowledge after reasonable inquiry, there is no substantial opposition existing with respect to such agenda item(s), and such agenda item(s), if approved, would not materially or adversely affect the rights of holders of Shares, (2) the Company informs the Depositary in writing (and the Company agrees to provide the Depositary with such instruction promptly in writing) that (i) it wishes such proxy to be given with respect to such agenda item(s), (ii) to the best of Company’s knowledge after reasonable inquiry, there is no substantial opposition existing with respect to such agenda item(s), and such agenda item(s), if approved, would not materially or adversely affect the rights of holders of Shares, and (3) the Depositary has obtained an opinion of counsel, in form and substance satisfactory to the Depositary, confirming that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Japan, (ii) the granting of such proxy will not result in a violation of the laws, rules, regulations or permits of Japan, (iii) the voting arrangement and deemed instruction as contemplated herein will be given effect under the laws, rules and regulations of Japan, and (iv) the granting of such discretionary proxy will not under any circumstances result in the Shares represented by the ADSs being treated as assets of the Depositary under the laws, rules or regulations of Japan. (iii) The Depositary may from time to time access information available to it to consider whether any of the circumstances described in (1)(b) of subsection (ii) above exist, or request additional information from the Company in respect thereto. By taking any such action, the Depositary shall not in any way be deemed or inferred to have been required, or have had any duty or responsibility (contractual or otherwise), to monitor or inquire whether any of the circumstances described in (1)(b) of subsection (ii) above existed. In addition to the limitations provided for in paragraph (14) hereof, Holders and Beneficial Owners are advised and agree that (a) the Depositary will rely fully and exclusively on the Company to inform the Depositary of any of the circumstances set forth in (1) of subsection (ii) above, (b) neither the Depositary, the Custodian nor any of their respective agents shall be obliged to inquire or investigate whether any of the circumstances described in (1)(b) of subsection (ii) above exist and/or whether the Company complied with its obligation to timely inform the Depositary of such circumstances, and (c) neither the Depositary, the Custodian nor any of their respective agents shall be obliged to inquire or investigate whether the circumstances described in the last sentence of subsection (ii) above exist and/or whether the Company complied with its obligations under such sentence. Neither the Depositary, the Custodian nor any of their respective agents shall incur any liability to Holders or Beneficial Owners (i) as a brief statement as result of the Company's failure to determine that any of the manner circumstances described in (1)(b) of subsection (ii) above exist or its failure to timely notify the Depositary of any such circumstances or (ii) if any agenda item which such instructions may be given. Upon the timely receipt of written instructions of is approved at a Holder meeting has, or is claimed to have, a material or adverse effect on the ADS Record Date, the Depositary shall endeavor, insofar rights of holders of Shares or (iii) as practicable and permitted under applicable law and the provisions a result of the Company’s Articles failure to comply with the last sentence of Association and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt in accordance with such instructionssubsection (ii) above. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which Because there is no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance guarantee that Holders or and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice notices described above with sufficient time to enable the Holder such Holders or Beneficial Owners to return any voting instructions to the Depositary in a timely manner. Notwithstanding , Holders and Beneficial Owners may be deemed to have instructed the aboveDepositary to give a discretionary proxy to a person designated by the Company in such circumstances, and in accordance with Section 5.3 of neither the Deposit AgreementDepositary, the Depositary shall not be liable for any failure to carry out any instructions to vote Custodian nor any of the Deposited Securities, their respective agents shall incur any liability to Holders or for the manner Beneficial Owners in which such vote is cast or the effect of any such votecircumstances.

Voting of Deposited Securities. 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, shall if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, exist 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 as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s 's Articles of Association Incorporation and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; ADSs and (c) a brief statement as to the manner in which such voting instructions may be given. In the event that the Depositary shall have received such a request from the Company after the expiration of the period of time set in the Deposit Agreement, the Depositary shall at the Company's expense and provided no U.S. legal prohibitions exist, distribute to Holders as of the ADS Record Date an informational statement which describes for such Holders' information only the matters to be voted on at such meeting. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Incorporation of the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by such Holder's ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such 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 in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or 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 Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding The Depositary will endeavor to ensure that on any date on which it votes or causes to be voted Deposited Securities pursuant to this Article (17), it will have on deposit under the aboveDeposit Agreement the number of Deposited Securities with respect to which it has received voting instructions from Holders. If the Depositary has on deposit less than the number of Deposited Securities with respect to which the Depositary has received voting instructions, and the Depositary will vote or cause to be voted such Deposited Securities in accordance with Section 5.3 such instructions adjusting the number 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 voteSecurities voted on a pro-rata basis.

Voting of Deposited Securities. The Shares are non-voting, except in certain limited circumstances. The following provisions of this Article (17) shall apply solely in those circumstances in which the Shares are entitled to vote. 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, shall (if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, ) distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at the close as of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association 's Estatuto Social and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and (c) a brief statement as to the manner in which such voting instructions may be given, including a statement setting forth the action to be taken by the Depositary if voting instructions are received that fail to specify the manner in which such Holder's ADSs are to be voted. Upon the timely receipt of written voting instructions of from a Holder on of ADSs as of the ADS Record DateDate in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles Estatuto Social of Association the Company and the provisions of the Deposited Securities, to vote vote, or cause the Custodian to vote vote, the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs ADSs, except pursuant to and in accordance with such written the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder that 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. There can Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. Notwithstanding anything else contained in the Deposit Agreement or this Receipt, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation or 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 Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be no assurance taken if so requested by the Deposit. It is understood and agreed that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will may not 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. 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 proxies or proxies from consent of holders of Shares or other Deposited Securities, if requested in writing by the Depositary shall fix Company, the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be previously provided to the Company for its review and comment, which shall contain (a) such information as is contained in such notice of meeting and in the solicitation materials, if any, received by the Depositary from the Company, or if requested by the Company a summary in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received English provided by the Depositary at least 30 days prior to the date of such vote or meeting)Company, at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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 Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable lawprovision of the laws of Brazil, the Estatuto Social and the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's ADSs; their respective American Depositary Shares 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 this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the timely receipt written request of written instructions of a Holder an Owner on such record date, received on or before the ADS Record date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Deposit Agreement, the Estatuto Social, applicable laws and regulations and the provisions terms and conditions of or governing the Deposited Securities, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such instructionsrequest. If the Company made a request to the Depositary as contemplated by the first sentence of this Section 4.7 and complied with the following paragraph of this Section 4.7 and if no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Date, the Depositary shall deem such Owner 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 such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be 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. Neither the Depositary nor the Custodian shall, 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 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 the voting instructions are timely received by from Owners or deemed received under the previous sentence. In order to give Owners a reasonable opportunity to instruct the Depositary from as to the Holder exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not be votedless than 30 days prior to the meeting date or date for giving such proxies or consents. 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 Date to ensure that the Depositary in a timely manner. Notwithstanding will vote the above, and Shares or Deposited Securities in accordance with Section 5.3 the provisions set forth in the preceding paragraph. Subject to the rules of any securities exchange on which Global Depositary Shares or the Deposit AgreementDeposited Securities are listed, the Depositary shall not be liable for any failure shall, if requested in writing by the Company, deliver to carry out any instructions the Company, to vote any the attention of its Investor Relations Officer, at least three Brazilian business days prior to the date of a meeting of holders of Deposited Securities, copies of all instructions received from Owners in accordance with which the Depositary will vote or for the manner in which such vote is cast or the effect of any such votecause to be voted Deposited Securities at that meeting.

Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from of holders of Shares or other Deposited Securities, unless the Company informs the Depositary otherwise in order to comply with applicable law, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS Record Date: a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials (or solicitation of consent or proxy; a summary thereof in English provided by the Company), (b) a statement that the Holders each Holder at the close of business on the ADS Record Date record date set by the Depositary therefor will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, Brazilian law and the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)estatuto, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; Holders’ ADRs and (c) a brief statement as to the manner in which such instructions may be given, including instructions (or deemed instructions in accordance with the last sentence of this paragraph) to give a proxy to a person designated by the Company. Upon the timely receipt of written instructions of a Holder on such record date in the ADS Record Datemanner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions of the or governing Deposited Securities, Securities to vote or cause to be voted (or, as described below, to grant a proxy to a person designated by the Custodian Company to vote vote) the Shares and/or other Deposited Securities represented by the ADSs evidenced by such Receipt Holder’s ADRs in accordance with such instructions. Neither the The Depositary nor the Custodian shall, under any circumstances will not itself exercise any voting discretion as to voting, and neither in respect of any Deposited Securities. To the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with extent such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are not so received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive and to the notice described above with sufficient time to enable extent permitted under applicable law, the Depositary shall deem such Holder to return voting instructions to have so instructed the Depositary to give a proxy to a person designated by the Company to vote in a timely manner. Notwithstanding the above, and in accordance with Section 5.3 same manner as the holders of the Deposit Agreementmajority of Shares voted at the relevant meeting and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities, including applicable law, to give such a proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs as to which such instructions are so deemed given; provided that no such instruction shall be deemed given and no such proxy shall be given with respect to any matter to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) that the Company does not wish such proxy given; provided, further, that such Deposited Securities shall in such event be counted for the purpose of satisfying applicable quorum requirements unless the Company determines otherwise; and provided, further that the Depositary shall not be liable for obligated to give any failure such proxy unless and until the Depositary has been provided with an opinion, which may be given at the time of entering into the Deposit Agreement, of Brazilian counsel to carry out any instructions the Company, in form and substance satisfactory to vote any of the Deposited SecuritiesDepositary, or for the manner in which such vote is cast or to the effect that (i) the granting of such proxy does not subject the Depositary to any reporting obligations in Brazil, (ii) the granting of such proxy will not result in a violation of Brazilian law and (iii) the voting arrangement and proxy as A-9 contemplated herein will be given effect under Brazilian law. If after the date such opinion is delivered to the Depositary the Company is advised by counsel that there has occurred a change in Brazilian law such that the foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall promptly notify the Depositary of such change and the Depositary shall thereafter have no obligation to give any such proxy. The Company agrees to direct its counsel to inform it of any such votechanges in Brazilian law. Subject to the rules of any securities exchange on which the Deposited Securities are listed, the Depositary shall use its reasonable efforts to deliver to the extent practicable, at least two business days prior to the date such meeting, to the Company voting instructions received (or deemed received) from Holders.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS DS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the Depositary, to Holders as of the ADS DS Record Date: (a) such notice of meeting or solicitation of consent or proxyproxies; (b) a statement that the Holders at as of the close of business on the ADS DS Record Date will be entitled, subject to (i) any applicable law, the provisions of the Deposit Agreement, the Company’s Articles of Association By-laws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSsDepositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of 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 DateDate of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law law, the provisions of the Deposit Agreement, the Company’s By-laws and the provisions of 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 ADSs Depositary Shares evidenced by such Receipt in accordance with such voting instructions. 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, of for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs DSs except pursuant to and in accordance with such written instructions from Holders. 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. . (i) 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 the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, Securities or for the manner in which such vote is cast or the effect of any such vote.

Voting of Deposited Securities. 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 a record date in respect of such meeting for the giving of instructions for voting 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 which notice shall not have been received by the Depositary at least 30 20 days prior to the date of such vote or meeting), meeting or the Depositary shall have no obligation to so notify Holders hereunder) by the Company and at the Company's expense and provided no U.S. legal prohibitions existexpense, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing 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; meeting, (b) a statement that the Holders at the close of business on the ADS Record Date specified record date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; American Depositary Shares, and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions request of a Holder of American Depositary Shares evidenced by a Receipt on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Memorandum and 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 represented by ADSs American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. Unless specifically instructed by at least five Holders or Holders representing not less than 10% of the total voting rights of all holders of Shares having the right to vote at such meeting, the Depositary shall not demand voting by a poll and, in such case where polling is not used, the Depositary shall follow the instructions of the Holders having sent in timely voting instructions holding Receipts evidencing a majority of the American Depositary Shares held by all Holders having sent timely voting instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise otherwise, the Shares or other Deposited Securities represented by ADSs American Depositary Shares except pursuant to and in accordance with such written instructions from Holders. 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. 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. 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 of holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior as soon as practicable thereafter, mail to the date Owners a notice in English, the form of such vote or meeting), at which notice shall be in the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and sole discretion of the Depositary, to Holders as of the ADS Record Date: which shall contain (a) such information as is contained in such notice of meeting or solicitation of consent consents or proxy; proxies received by the Depositary, (b) a statement that the Holders at Owners as of the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions provision of the Deposit Agreement, laws of Israel and of the Company’s Memorandum and Articles of Association and of the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company)Issuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Holder's ADSs; their respective American Depositary Shares and (c) a brief statement as to the manner in which such instructions may be given, including, when applicable, an express indication that instructions may be given (or, if applicable, deemed given in accordance with this Section if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Issuer. Upon the timely receipt written request of written instructions of a Holder an Owner on such record date, received on or before the ADS Record date established by the Depositary for such purpose, (the "Instruction Date, ") the Depositary shall endeavor, insofar in so far as practicable and permitted under subject to the applicable law provisions of law, the Deposit Agreement and the provisions of the Company’s Issuer's Memorandum and Articles of Association and the provisions of the Deposited SecuritiesAssociation, to vote or cause to be voted the Custodian to vote the amount of Shares and/or or other Deposited Securities represented by ADSs the American Depositary Shares evidenced by such Receipt in accordance with any non-discretionary instructions set forth in such instructionsrequest. Neither The Issuer agrees, without increasing its obligations or potential liability to the Owners and holders of Receipts or the Depositary nor hereunder, to provide notice, to the Custodian shallextent practicable, under of any circumstances exercise any discretion as meeting of the holders of Shares or other Deposited Securities to voting, and neither the Depositary nor sufficiently in advance of such meeting in order to enable the Custodian Depositary to vote or cause to be voted any such Shares or Deposited Securities in accordance with the terms of this Section 4.7. The Depositary shall vote, not vote or attempt to exercise the right any voting discretion with respect to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and 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 votedinstructions. 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 Date to ensure that the Depositary in a timely manner. Notwithstanding will vote the above, and Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. If after complying with the procedures set forth in this Section 5.3 the Depositary does not receive instructions from the Owner of a Receipt on or before the Deposit Agreementdate established by the Depositary for such purposes, the Depositary shall not be liable for any failure to carry out any instructions give a discretionary proxy to vote the Shares evidenced by such Receipt to a person designated by the Issuer upon receipt by the Depositary of an opinion of counsel to the Issuer to the effect that such a discretionary proxy is valid under then applicable Israeli law; provided, however, that no such discretionary proxy shall be given with respect to any proposition as to which the Depositary has actual knowledge (a) involves any solicitation of opposing proxies, or (b) authorizes the liquidation or dissolution of the Issuer or any merger or consolidation or other transaction involving the acquisition of a majority of the Issuer's outstanding Shares which requires the consent of the holders of the Issuer's Shares, including the Deposited Securities, or for . In the manner in which such vote is cast or event that the Depositary shall not receive the opinion of counsel to the Issuer under the circumstances and to the effect described above, then the Depositary shall vote such Deposited Securities as to which no instructions from the Owner of any a Receipt for such voteDeposited Securities shall have been received on or before the date established by the Depositary for such purposes in proportion to the votes cast by holders of all Shares, including Shares evidenced by Receipts as to which valid instructions from the Owners thereof shall have been given to the Depositary, and for this purpose, the Depositary shall be entitled to rely on a certificate of the Issuer as to the proportion of votes cast by such holders.

Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to voteof, or of solicitation of consents or proxies from from, any meeting of holders of Shares or other Deposited Securities, such notice to be provided by the Company in English to the Depositary shall fix immediately upon finalization by the ADS Record Date in respect Company of the form and substance of such meeting or solicitation notice (in accordance with Section 5.08 of such consent or proxy. The 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), at the Company's expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and as soon as practicable thereafter, fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.08 of the Deposit Agreement. The Company shall provide to the Depositary sufficient copies, as the Depositary may reasonably request, of notices of the Company's shareholders' meeting, the agenda therefor as well as the English translations thereof, which the Depositary shall mail to Holders as soon as practicable after receipt of the same by the Depositary, to Holders as of the ADS Record Datetogether with: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, the Company’s Articles of Association and Incorporation of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective ADSs evidenced by their respective Receipts and (cb) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions request of a Holder of ADSs evidenced by a Receipt on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt ADRs in accordance with the instructions set forth in such request. Holders acknowledge, however, that the Company may not notify the Depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the Depositary to make a timely mailing of such notices to the Holders of ADRs, and that the Holders of ADRs may not receive such notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the Depositary. The Depositary shall not attempt to exercise the right to vote that attaches to the Shares other than in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote the Shares or other Deposited Securities of such Series represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Subject to the 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 Receipts, if any, in accordance with which the Depositary will vote, or cause to be no assurance that Holders or Beneficial Owners generally or any voted, the Deposited Securities represented by the ADSs evidenced by such ADRs at such meeting. A Holder or Beneficial Owner in particular will receive of ADRs shall not be entitled to give any instructions with respect to voting rights associated with ADSs evidenced by ADRs held by such Holder if and to the notice described above extent the total number of Shares beneficially owned by such Holder or Beneficial Owner exceeds fifteen percent (15%) of the total number of Shares outstanding, or any other limit under applicable law or the Company's Articles of Incorporation with sufficient respect to which the Company may, from time to enable time, notify the Holder to return voting instructions to Depositary. The Company and the Depositary may take any and all action necessary or desirable to enforce the restrictions on the exercise of voting rights set forth in a timely mannerthe preceding sentence. Notwithstanding Voting rights, if any, may be exercised only in respect of two ADSs, or multiples thereof. The Company acknowledges and agrees that the above, and provisions of Section 5.10 of the Deposit Agreement will apply to any liability or expense of the Depositary which may arise out of or in accordance connection with any action of the Depositary or the Custodian in voting pursuant to Section 5.3 4.09 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. 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 shall, unless the Company informs the Depositary otherwise in order to comply with applicable law, fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. or Russian (including without limitation the rules of Russian Stock Exchanges on which the Shares are listed) legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association Charter and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association Charter and the provisions of the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, save for applicable provisions of Russian law (including without limitation the rules of the Russian Stock Exchanges on which the Shares are listed), 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, provided that any such action or nonaction is without negligence. The Company agrees that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, the terms and conditions of Section 4.8 of the Deposit Agreement.

Voting of Deposited Securities. (a) Notice of any Meeting or Solicitation. 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 record date in respect of such meeting or solicitation of such consent or proxy. The accordance with paragraph (11) above provided that if the Depositary shall, if requested by receives a written request from 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 and at least 30 days prior to the date of such vote or meeting), the Depositary shall, at the Company's expense expense, distribute to Holders a notice (the “Voting Notice”) stating (i) final information particular to such vote and provided no U.S. legal prohibitions existmeeting and any solicitation materials, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed ii) that each Holder on the record date set by the Company and the Depositary), unless otherwise agreed in writing 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 entitledDepositary will, subject to any applicable provisions of Brazilian law, the provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by the ADSs evidenced by such Holder's ADSs; ADRs and (ciii) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written given ,including instructions of to give a Holder on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of discretionary proxy to a person designated by 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 represented by ADSs evidenced by such Receipt in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Each Holder shall not be votedsolely responsible for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder's name. There can be is no assurance guarantee that Holders or and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the such Holder or Beneficial Owner to return any 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. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the Company's ’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise if agreed by the Company and the Depositary), unless otherwise agreed in writing 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 provisions of the Deposit Agreement, the Company’s Articles of Association and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions of a Holder of ADSs on the ADS Record Date, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of 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 represented by ADSs evidenced held by such Receipt Holder in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding the above, 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. 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 notice to be provided by the Company in writing in a timely manner (to the Depositary having no obligation to take any further action if the request shall not have been received immediately upon finalization by the Depositary at least 30 Company of the form and substance of such notice, and in no event less than fourteen calendar days prior to the date of such vote or meetingmeeting (in accordance with Section 5.08 of the Deposit Agreement), at the Company's expense and provided no U.S. legal prohibitions existDepositary shall, mail by ordinary, regular mail delivery or by electronic transmission (or as otherwise agreed by the Company and the Depositary), unless otherwise agreed if requested in writing by the Company and as soon as practicable thereafter, fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in Section 4.08 of the Deposit Agreement. The Company shall provide to the Depositary sufficient copies, as the Depositary may reasonably request, of notices of the Company’s shareholders’ meeting, the agenda therefor as well as the English translations thereof, which the Depositary shall mail to Holders as soon as practicable after receipt of the same by the Depositary, to Holders as of the ADS Record Datetogether with: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders of record at the close of business on the ADS Record Date a specified record date will be entitled, subject to any applicable law, the provisions of Korean law and of the Deposit Agreement, the Company’s Articles of Association and Incorporation of the provisions of or governing Deposited Securities Company (which provisions, if any, shall be summarized in pertinent part by the Companypart), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the number of Shares or other Deposited Securities represented by such Holder's ADSs; their respective ADSs evidenced by their respective Receipts and (cb) a brief statement as to the manner in which such instructions may be given. Upon the timely receipt of written instructions request of a Holder of ADSs evidenced by a Receipt on such record date received on or before the ADS Record Datedate established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Company’s Articles of Association and the provisions Incorporation of the Deposited SecuritiesCompany, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities represented by ADSs evidenced by such Receipt ADRs in accordance with the instructions set forth in such request. The Depositary shall not attempt to exercise the right to vote that attaches to the Shares other than in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. There can Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote the Shares or other Deposited Securities of such Series represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Subject to the 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 copies of all instructions received from Holders of Receipts, if any, in accordance with which the Depositary will vote, or cause to be no assurance that Holders or Beneficial Owners generally or voted, the Deposited Securities represented by the ADSs evidenced by such ADRs at such meeting. A Holder of ADRs shall not be entitled to give any instructions with respect to voting rights associated with ADSs evidenced by ADRs held by such Holder if and to the extent the total number of Shares represented by ADSs beneficially owned by such Holder or Beneficial Owner in particular will receive exceeds four (4) percent of the notice described above total number of Shares outstanding, or any other limit under applicable law with sufficient respect to which the Company may, from time to enable time, notify the Holder to return voting instructions to Depositary. The Company and the Depositary may take any and all action necessary or desirable to enforce the restrictions on the exercise of voting rights set forth in a timely mannerthe preceding sentence. Notwithstanding Voting rights, if any, may be exercised only in respect of ninety ADSs, or multiples thereof. The Company acknowledges and agrees that the above, and provisions of Section 5.10 of the Deposit Agreement will apply to any liability or expense of the Depositary which may arise out of or in accordance connection with any action of the Depositary or the Custodian in voting pursuant to Section 5.3 4.09 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.