Common use of Withdrawal of Deposited Securities Clause in Contracts

Withdrawal of Deposited Securities. Upon surrender of a Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder's written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Office, as the Holder requests, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, to such person or persons at any other place requested by the Holder in such instructions. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6.

Withdrawal of Deposited Securities. Upon surrender of a this Receipt and payment of the fee of the Depositary provided for in paragraph (properly endorsed in blank or accompanied by proper instruments 7) of transfer in blank, to the extent required by the Depositary), this Receipt at the Depositary's Office or at such other offices as it may designate, together with subject to the Holder's written instructions, substantially in Deposit Agreement and the form of, provisions of or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause governing the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and Holders hereof are entitled to the provisions Delivery of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities and the right delivery of Transfer Documents with respect to receive which is such Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, together with in each case in the New Poliza and the Custodian shall so make delivery name of such Deposited Securities Holder or upon such Holder's order. Such Delivery and delivery of such New Poliza delivery, respectively, shall be at the office of the Custodian Custodian. For purposes of this Receipt, the term "Delivery" shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or at entities required or empowered by Spanish law or (ii) in the Depositary's Officecase of securities not subject to transfer by recordation, as the Holder requestsdelivery of a physical certificate representing such security, except and the term "Transfer Documents" shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of title of a security under Spanish law, and that provides all reference numbers necessary to determine all rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the HolderHolder hereof, the Depositary may deliver such Transfer Documents and make delivery of such Deposited Securities and delivery of Delivery at the Depositary's Office or at such New Poliza, without unreasonable delay, to such person or persons at any other place as may have been requested by the Holder in such instructionsHolder. Delivery Notwithstanding any other provision of the Deposit Agreement or this Receipt, the Depositary may restrict withdrawals of Deposited Securities may be made by only for the delivery reasons set forth in General Instruction IA(1) to Form F-6 under the Securities Act of certificates or other indicia of ownership recognized under Spanish law or custom from time to time1933, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6amended.

Withdrawal of Deposited Securities. Upon surrender receipt at the Depositary’s Office or at such other offices as the Depositary may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder's written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery deliver without unreasonable delay, subject to this the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructionsorder, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery deliver such whole number of such Deposited Securities and delivery of such New Poliza Securities, at the office of the Custodian or at the Depositary's Office, as the Holder requestsCustodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, Holder make delivery of such whole number of Deposited Securities and delivery of such New Poliza, without unreasonable delay, delay to such person or persons at the Depositary’s Office or at any other place requested specified by the Holder in such instructionsorder. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to timecertificates, to the extent such Deposited Securities may be represented by certificates or such indicia of ownershipcertificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary nor will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Custodian shall Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6Deposited Securities that are Restricted Securities.

Withdrawal of Deposited Securities. Upon In connection with any surrender of a Receipt (properly endorsed an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or accompanied by proper duly executed instruments of transfer thereof in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with ) and the Holder's ’s written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, order directing the Depositary to cause the Deposited Securities, the right to receive which is Securities represented by the American Depositary Shares ADSs evidenced by such Receipt, ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such instructions, order (a “Withdrawal Order”). Directions from the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the deliver Deposited Securities the right to receive which is at the time represented shall be given by the American Depositary Shares evidenced by such Receiptletter, together with the New Poliza and the Custodian shall so make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Officefirst class airmail postage prepaid, as the Holder requests, except that the Depositary may, in its discretionor, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Polizaby SWIFT, without unreasonable delaycable, to such person telex or persons at any other place requested by the Holder in such instructionsfacsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, Holder or as ordered by such Holder in any Withdrawal Order) or properly endorsed or accompanied by proper instruments of transfer. Neither such other means as the Depositary nor may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Custodian Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. To the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall deliver Deposited Securities not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any person except pursuant Share delivery instructions, the Company will provide all reasonable cooperation to the Depositary in its efforts to cause such instructions to be processed. The obligations of the Company set forth in this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 66 shall survive the termination of this Deposit Agreement.

Withdrawal of Deposited Securities. Upon surrender of a this Receipt and payment of the fee of the Depositary provided for in paragraph (properly endorsed in blank or accompanied by proper instruments 7) of transfer in blank, to the extent required by the Depositary), this Receipt at the Depositary's ’s Office or at such other offices as it may designate, together with subject to the Holder's written instructions, substantially in Deposit Agreement and the form of, provisions of or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause governing the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and Holders hereof are entitled to the provisions Delivery of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities and the right delivery of Transfer Documents with respect to receive which is such Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, together with in each case in the New Poliza and the Custodian shall so make delivery name of such Deposited Securities Holder or upon such Holder’s order. Such Delivery and delivery of such New Poliza delivery, respectively, shall be at the office of the Custodian Custodian. For purposes of this Receipt, the term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or at entities required or empowered by Spanish law or (ii) in the Depositary's Officecase, as of securities not subject to transfer by recordation, the Holder requestsdelivery of a physical certificate representing such security, except and the term “Transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of tide of a security under Spanish law, and that provides all reference numbers necessary to determine all rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the HolderHolder hereof, the Depositary may deliver such Transfer Documents and make delivery of such Deposited Securities and delivery of Delivery at the Depositary’s Office or at such New Poliza, without unreasonable delay, to such person or persons at any other place as may have been requested by the Holder in such instructionsHolder. Delivery Notwithstanding any other provision of the Deposit Agreement or this Receipt, the Depositary may restrict withdrawals of Deposited Securities may be made by only for the delivery reasons set forth in General Instruction IA(1) to Form F-6 under the Securities Act of certificates or other indicia of ownership recognized under Spanish law or custom from time to time1933, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6amended.

Withdrawal of Deposited Securities. Upon surrender of a American Depositary Shares at the PrincipalOffice of the Depositary for the purpose of withdrawal of the Deposited Securities, and upon receipt of (i) payment of all fees, including the fee of the Depositary for cancellation of Receipts (provided for in Article (8) of this Receipt), governmental charges and taxes payable in connection with such surrender and withdrawal, (ii) written instructions of the Holder for delivery of the Deposited Securities represented thereby, and (iii) if applicable, the written certification and agreement hereinafter referred to, subject to the terms and conditions of the Deposit Agreement, the clearing procedures of the Foreign Registrar, the Statutes and Organizational Regulations of the Company and to the provisions of or governing the Deposited Securities, the Holder hereof is entitled to electronic delivery, to him or upon his order, or to physical delivery, if applicable, to an account designated by such Holder, as permitted by applicable law, of the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by this Receipt. Such delivery of such Deposited Securities will be made without unreasonable delay. A Receipt (surrendered or written instructions received for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper properly executed instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder's Depositary a written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, order directing the Depositary to cause the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, Securities being withdrawn to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delaydelivered, subject to this Deposit Agreement applicable clearance procedures of the Foreign Registrar and to the provisions Statutes and Organizational Regulations of or governing Deposited Securitiesthe Company, to or upon the written order of the a person or persons designated in such instructions, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Office, as the Holder requests, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, to such person or persons at any other place requested by the Holder in such instructions. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6order.

Withdrawal of Deposited Securities. Upon surrender receipt at the Depositary's Office or at such other offices as the Depositary may designate of both (a) a Holder's written order directing the Depositary to cause the Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order and (b) a certificated Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary)) or, at in the case of a Direct Registration Receipt, proper instruments of transfer in blank, to the extent required by the Depositary's Office or at such other offices as it may designate, together with the Holder's written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request (I) cancel such certificated Receipt or make a notation on the execution Direct Registration System reflecting the cancellation of a new Poliza to or upon such Direct Registration Receipt, as the written order of the person or persons designated in such instructions (a "New Poliza")case may be, and shall (ii) direct the Custodian to make delivery without unreasonable delaydeliver, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructionsorder, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery of deliver such Deposited Securities and delivery of Securities, to an account designated by such New Poliza at the office of the Custodian Holder with Euroclear or at the Depositary's Office, as the Holder requestsan institution that maintains accounts with Euroclear, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, (other than Shares) to such person or persons at the Depositary's Office or at any other place requested specified by the Holder in such instructionsorder. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, Directions shall be properly endorsed or accompanied given by properly executed instruments letter or, at the request, risk and expense of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, by cable, telex or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transferfacsimile transmission. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 5.05, 6.01 or 6.

Withdrawal of Deposited Securities. Upon surrender receipt at the Depositary’s Office or at such other offices as the Depositary may designate of a Holder’s written order directing the Depositary to cause the Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder's written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery deliver without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructionsorder, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery of deliver such Deposited Securities and delivery of such New Poliza Securities, at the office of the Custodian or at the Depositary's Office, as the Holder requestsCustodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, Holder make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, delay to such person or persons at the Depositary’s Office or at any other place requested specified by the Holder in such instructionsorder. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to timecertificates, to the extent such Deposited Securities may be represented by certificates or such indicia of ownershipcertificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Notwithstanding any provision of this Deposit Agreement or the Receipts, the Depositary nor the Custodian shall deliver may restrict withdrawals of Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933.

Withdrawal of Deposited Securities. Upon surrender of a this Receipt and payment of the fee of the Depositary provided for in paragraph (properly endorsed in blank or accompanied by proper instruments 7) of transfer in blank, to the extent required by the Depositary), this Receipt at the Depositary's Office or at such other offices as it may designate, together with subject to the Holder's written instructions, substantially in Deposit Agreement and the form of, provisions of or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause governing the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and Holders hereof arc entitled to the provisions Delivery of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities and the right delivery of Transfer Documents with respect to receive which is such Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, together with in each case in the New Poliza and the Custodian shall so make delivery name of such Deposited Securities Holder or upon such Holder's order. Such Delivery and delivery of such New Poliza delivery, respectively, shall be at the office of the Custodian Custodian. For purposes of this Receipt, the term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or at entities required or empowered by Spanish law or (ii) in the Depositary's Officecase of securities not subject to transfer by recordation, as the Holder requestsdelivery of a physical certificate representing such security, except and the term “transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of title of a security under Spanish law, and that provides ail reference numbers necessary to determine ail rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the Holderholder hereof, the Depositary may deliver such Transfer Documents and make delivery of such Deposited Securities and delivery of Delivery at the Depositary's Office or at such New Poliza, without unreasonable delay, to such person or persons at any other place as may have been requested by the Holder in such instructionsHolder. Delivery Notwithstanding any other provision of the Deposit Agreement or this Receipt, the Depositary may restrict withdrawals of Deposited Securities may be made by only for the delivery reasons set forth in General Instruction IA(l) to Form F-6 under the Securities Act of certificates or other indicia of ownership recognized under Spanish law or custom from time to time1933, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6amended.

Withdrawal of Deposited Securities. Upon surrender of a this Receipt and payment of the fee of the Depositary provided for in paragraph (properly endorsed in blank or accompanied by proper instruments 7) of transfer in blank, to the extent required by the Depositary), this Receipt at the Depositary's ’s Office or at such other offices as it may designate, together with subject to the Holder's written instructions, substantially in Deposit Agreement and the form of, provisions of or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause governing the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and Holders hereof are entitled to the provisions Delivery of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities and the right delivery of Transfer Documents with respect to receive which is such Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, together with in each case in the New Poliza and the Custodian shall so make delivery name of such Deposited Securities Holder or upon such Holder’s order. Such Delivery and delivery of such New Poliza delivery, respectively, shall be at the office of the Custodian Custodian. For purposes of this Receipt, the term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or at entities required or empowered by Spanish law or (ii) in the Depositary's Officecase of securities not subject to transfer by recordation, as the Holder requestsdelivery of a physical certificate representing such security, except and the term “Transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of title of a security under Spanish law, and that provides all reference numbers necessary to determine all rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the HolderHolder hereof, the Depositary may deliver such Transfer Documents and make delivery of such Deposited Securities and delivery of Delivery at the Depositary’s Office or at such New Poliza, without unreasonable delay, to such person or persons at any other place as may have been requested by the Holder in such instructionsHolder. Delivery Notwithstanding any other provision of the Deposit Agreement or this Receipt, the Depositary may restrict withdrawals of Deposited Securities may be made by only for the delivery reasons set forth in General Instruction IA(1) to Form F-6 under the Securities Act of certificates or other indicia of ownership recognized under Spanish law or custom from time to time1933, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6amended.

Withdrawal of Deposited Securities. Upon In connection with any surrender of a Receipt (properly endorsed an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or accompanied by proper duly executed instruments of transfer thereof in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with ) and the Holder's ’s written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, order directing the Depositary to cause the Deposited Securities, the right to receive which is Securities represented by the American Depositary Shares ADSs evidenced by such Receipt, ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such instructions, order (a “Withdrawal Order”). Directions from the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the deliver Deposited Securities the right to receive which is at the time represented shall be given by the American Depositary Shares evidenced by such Receiptletter, together with the New Poliza and the Custodian shall so make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Officefirst class airmail postage prepaid, as the Holder requests, except that the Depositary may, in its discretionor, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Polizaby SWIFT, without unreasonable delaycable, to such person telex or persons at any other place requested by the Holder in such instructionsfacsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, Holder or as ordered by such Holder in any Withdrawal Order) or properly endorsed or accompanied by proper instruments of transfer. Neither such other means as the Depositary nor may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Custodian shall deliver Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities Securities. At all times during the term of this Deposit Agreement and thereafter (for as long as any ADSs remain outstanding), the Company agrees to ensure that each of its share registrar and transfer agent processes Share delivery instructions without any person except pursuant prior input, consent or notice being required from the Company or any of the Company’s other agents. To the extent any such share registrar and/or transfer agent refuses to process a Share transfer and/or delivery instruction, the Depositary may immediately terminate this Deposit Agreement in accordance with the provisions of paragraph (16) hereof. The obligations of the Company set forth in this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 66 shall survive the termination of this Deposit Agreement.

Withdrawal of Deposited Securities. Upon surrender receipt at the Depositary's Office or at such other offices as the Depositary may designate of a Holder's written order directing the Depositary to cause the Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of a Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder's written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery deliver without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructionsorder, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery of deliver such Deposited Securities and delivery of such New Poliza Securities, at the office of the Custodian or at the Depositary's Office, as the Holder requestsCustodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, delay to such person or persons at the Depositary's Office or at any other place requested specified by the Holder in such instructionsorder. Directions shall be given by letter first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to timecertificates, to the extent such Deposited Securities may be represented by certificates or such indicia of ownershipcertificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6.

Withdrawal of Deposited Securities. Upon In connection with any surrender of a Receipt (properly endorsed an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or accompanied by proper duly executed instruments of transfer thereof in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with ) and the Holder's written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, order directing the Depositary to cause the Deposited Securities, the right to receive which is Securities represented by the American Depositary Shares ADSs evidenced by such Receipt, ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New PolizaWithdrawal Order"), and shall direct . Directions from the Depositary to the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the deliver Deposited Securities the right to receive which is at the time represented shall be given by the American Depositary Shares evidenced by such Receiptletter, together with the New Poliza and the Custodian shall so make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Officefirst class airmail postage prepaid, as the Holder requests, except that the Depositary may, in its discretionor, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Polizaby cable, without unreasonable delaytelex, to such person SWIFT, facsimile transmission or persons at any other place requested by the Holder in such instructionsestablished overnight courier service. Delivery of Deposited Securities may be made by the delivery of of (a) certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or (b) other documents evidencing title (including extracts from the Share Register) in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments Holder, without unreasonable delay, at the office of transferthe Custodian. Neither At the request, risk and expense of the Holder, the Depositary nor the Custodian shall may deliver Deposited Securities to any person except pursuant to this Section 2.05 (other than Shares) at the Depositary's Office. The Company shall ensure that transfer and recordation of the Deposited Securities into the name of the Holder or Sections 4.01as directed by such Holder is effected within 72 hours of the Russian Share Registrar's receipt of such documentation as may be required by applicable law and regulation and the reasonable and customary internal regulations of the Russian Share Registrar, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6as soon as applicable thereafter.

Withdrawal of Deposited Securities. Upon Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability for Taxes, Duties and Other Charges), upon surrender of (a) a Receipt certificated ADR in a form satisfactory to the Depositary at the Transfer Office or (properly endorsed b) proper instructions and documentation in blank the case of a Direct Registration ADR, the Holder hereof is entitled to delivery at, or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with the Holder's written instructions, substantially in the dematerialized form of, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securitiesfrom, the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, Custodian’s office of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares ADSs evidenced by this ADR. In the Deposit Agreement the Company has agreed that, to the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to process Share delivery instructions, the Company shall not unreasonably withhold the provision of such Receiptinstructions, together input, consent or notice or the taking of any such other action. The Company agrees to cooperate with the New Poliza Depositary and to take all actions, and to instruct and cause any registrar of the Custodian shall so make delivery of such Deposited Securities to take all such actions, as may be requested by the Depositary, or are otherwise necessary or required, to effectuate the withdrawal and delivery of such New Poliza at the office transfer of the Custodian or at the Depositary's Office, as the Holder requests, except that the Depositary may, in its discretion, at Deposited Securities upon any cancellation of ADRs by Holders and/or Beneficial Owners thereof. At the request, risk and expense of the HolderHolder hereof, make delivery of the Depositary may deliver such Deposited Securities and delivery of at such New Poliza, without unreasonable delay, to such person or persons at any other place as may have been requested by the Holder in such instructionsHolder. Delivery Notwithstanding any other provision of the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be made by restricted only for the delivery reasons set forth in General Instruction I.A. (1) of certificates or other indicia of ownership recognized under Spanish law or custom Form F-6 (as such instructions may be amended from time to time, to ) under the extent such Deposited Securities may be represented by certificates or such indicia Act of ownership, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither the Depositary nor the Custodian shall deliver Deposited Securities to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 61933.

Withdrawal of Deposited Securities. Upon surrender of a Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's ’s Office or at such other offices as it may designate, together with the Holder's ’s written instructions, substantially in the form ofform, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities, Securities the right to receive which is represented by the American Depositary Shares evidenced by such Receipt, Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of a new Poliza Transfer Documents to or upon the written order of the person or persons designated in such instructions (a "“New Poliza"Transfer Documents”), and shall direct the Custodian to make delivery Delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza Transfer Documents, and the Custodian shall so make delivery Delivery of such Deposited Securities and delivery of such New Poliza Transfer Documents at the office of the Custodian or at the Depositary's ’s Office, as the Holder requests, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, Holder make delivery Delivery of such Deposited Securities and delivery of such New PolizaTransfer Documents, without unreasonable delay, delay to such person or persons at any other place requested by the Holder in such instructions. The holder shall specify whether Delivery of Deposited Securities may should be made effected through (i) the recording of the transfer of such security by the entity or entities duly approved by Spanish law or (ii) the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent a physical certificate representing such Deposited Securities may be represented by certificates or such indicia Securities. Instructions of ownership, which, if required by law, the Holder shall be properly endorsed or accompanied given by properly executed instruments letter or, at the request, risk and expense of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, by cable, telex or as ordered by such Holder facsimile transmission. Notwithstanding any provision of this Deposit Agreement or properly endorsed or accompanied by proper instruments of transfer. Neither the receipts, the Depositary nor the Custodian shall deliver may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction IA(1) to any person except pursuant to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6Form F-6 under the Securities Act of 1933.

Withdrawal of Deposited Securities. Upon In connection with any surrender of a Receipt (properly endorsed an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or accompanied by proper duly executed instruments of transfer thereof in blank, to the extent required by the Depositary), at the Depositary's Office or at such other offices as it may designate, together with ) and the Holder's ’s written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, order directing the Depositary to cause the Deposited Securities, the right to receive which is Securities represented by the American Depositary Shares ADSs evidenced by such Receipt, ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such instructions, order (a “Withdrawal Order”). Directions from the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructions, of the deliver Deposited Securities the right to receive which is at the time represented shall be given by the American Depositary Shares evidenced by such Receiptletter, together with the New Poliza and the Custodian shall so make delivery of such Deposited Securities and delivery of such New Poliza at the office of the Custodian or at the Depositary's Officefirst class airmail postage prepaid, as the Holder requests, except that the Depositary may, in its discretionor, at the request, risk and expense of the Holder, make delivery of such Deposited Securities and delivery of such New Polizaby SWIFT, without unreasonable delaycable, to such person telex or persons at any other place requested by the Holder in such instructionsfacsimile transmission. Delivery of Deposited Securities may be made by the delivery of (a) certificates or other indicia of ownership recognized under Spanish law or custom from time to time, to the extent such Deposited Securities may be represented by certificates or such indicia of ownership, (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, Holder or as ordered by such Holder in any Withdrawal Order) or properly endorsed (b) other documents evidencing title (including extracts from the Share Register) in the name of such Holder or accompanied as ordered by proper instruments such Holder, without unreasonable delay, at the office of transferthe Custodian. Neither At the request, risk and expense of the Holder, the Depositary nor the Custodian shall may deliver Deposited Securities to any person except pursuant to this Section 2.05 (other than Shares) at the Depositary’s Office. The Company shall ensure that transfer and recordation of the Deposited Securities into the name of the Holder or Sections 4.01as directed by such Holder is effected within 72 hours of the Russian Share Registrar’s receipt of such documentation as may be required by applicable law and regulation and the reasonable and customary internal regulations of the Russian Share Registrar, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 6as soon as applicable thereafter.

Withdrawal of Deposited Securities. Upon surrender of a Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary's ’s Office or at such other offices as it may designate, together with the Holder's ’s written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit C hereto, order directing the Depositary to cause the Deposited Securities, the right to receive which is Securities represented by the American Depositary Shares evidenced by such Receipt, Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructionsorder, the Depositary shall request the execution of a new Poliza to or upon the written order of the person or persons designated in such instructions (a "New Poliza"), and shall direct the Custodian to make delivery deliver without unreasonable delay, subject to this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such instructionsorder, of the Deposited Securities the right to receive which is at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Poliza and the Custodian shall so make delivery of deliver such Deposited Securities and delivery of such New Poliza Securities, at the office of the Custodian or at the Depositary's Office, as the Holder requestsCustodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder, Holder make delivery of such Deposited Securities and delivery of such New Poliza, without unreasonable delay, delay to such person or persons at the Depositary’s Office or at any other place requested specified by the Holder in such instructionsorder. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates or other indicia of ownership recognized under Spanish law or custom from time to timecertificates, to the extent such Deposited Securities may be represented by certificates or such indicia of ownershipcertificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates or such indicia of ownership may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Neither Notwithstanding any provision of this Deposit Agreement or the Receipts, the Depositary nor the Custodian shall deliver may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(l) to any person except pursuant Form F-6 under the Securities Act to this Section 2.05 or Sections 4.01, 4.02, 4.03, 4.04, 4.08, 4.09, 5.04, 5.05 or 61933.