**
**Exhibit 2.1**

INDUSTRIE NATUZZI S.P.A. 

AND

THE BANK OF NEW YORK 

As Depositary 

AND 

OWNERS AND BENEFICIAL OWNERS

OF AMERICAN DEPOSITARY RECEIPTS 

Deposit Agreement 

Dated as ofMay 15, 1993 

Amended and Restated as of December 23, 1996 

Amended and Restated as of December 31, 2001 
**

**Table of Contents**

 
ARTICLE 1 DEFINITIONS   1  SECTION 1.01 American Depositary Shares   1  SECTION 1.02 Beneficial Owner   2  SECTION 1.03 Business Day   2  SECTION 1.04 Commission   2  SECTION 1.05 Company   2  SECTION 1.06 Custodian   2  SECTION 1.07 Deposit Agreement   2  SECTION 1.08 Depositary; Corporate Trust Office   2  SECTION 1.09 Deposited Securities   3  SECTION 1.10 Dollars; Euro   3  SECTION 1.11 Foreign Currency   3  SECTION 1.12 Foreign Registrar   3  SECTION 1.13 Owner   3  SECTION 1.14 Pre-Release   3  SECTION 1.15 Receipts   3  SECTION 1.16 Registrar   3  SECTION 1.17 Regulation S   4  SECTION 1.18 Securities Act of 1933   4  SECTION 1.19 Shares   4 
ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER ANDSURRENDER OF RECEIPTS
   4  SECTION 2.01 Form and Transferability of Receipts   4  SECTION 2.02 Deposit of Shares   5  SECTION 2.03 Execution and Delivery of Receipts   6  SECTION 2.04 Transfer of Receipts; Combination and Split-up of Receipts   7  SECTION 2.05 Surrender of Receipts and Withdrawal of Shares   7  SECTION 2.06 Limitations on Execution and Delivery, Transfer and Surrender of Receipts   8  SECTION 2.07 Lost Receipts, etc   9  SECTION 2.08 Cancellation and Destruction of Surrendered Receipts   10  SECTION 2.09 Pre-Release of Receipts   10  SECTION 2.10 Maintenance of Records   11 ARTICLE 3 CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS   11  SECTION 3.01 Filing Proofs, Certificates and Other Information   11  SECTION 3.02 Liability of Owner for Taxes   11  SECTION 3.03 Warranties on Deposit of Shares   12  SECTION 3.04 Disclosure of Interests   12 
ARTICLE 4 THE DEPOSITED SECURITIES  12 SECTION 4.01 Cash Distributions  12 SECTION 4.02 Distributions Other Than Cash, Shares or Rights  13 SECTION 4.03 Distributions in Shares  13 SECTION 4.04 Rights  14 SECTION 4.05 Conversion of Foreign Currency  16 SECTION 4.06 Fixing of Record Date  17 SECTION 4.07 Voting of Deposited Securities and Attendance at Meetings  17 SECTION 4.08 Changes Affecting Deposited Securities  18 SECTION 4.09 Documents Available at the Depositary’s Office and Reports to the Commission and Stock Exchanges  19 SECTION 4.10 Lists of Owners  20 SECTION 4.11 Withholding  20ARTICLE 5 THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY  22 SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary  22 SECTION 5.02 Prevention or Delay in Performance by the Depositary or the Company  23 SECTION 5.03 Obligations of the Depositary, the Custodian and the Company  24 SECTION 5.04 Resignation and Removal of the Depositary  25 SECTION 5.05 The Custodian  25 SECTION 5.06 Reports, Notices and Other Communications  26 SECTION 5.07 Distribution of Additional Shares; Rights, etc  27 SECTION 5.08 Indemnification  27 SECTION 5.09 Charges of Depositary  28 SECTION 5.10 Exclusivity  29ARTICLE 6 AMENDMENT AND TERMINATION  29 SECTION 6.01 Amendment  29 SECTION 6.02 Termination  29ARTICLE 7 MISCELLANEOUS  31 SECTION 7.01 Counterparts  31 SECTION 7.02 No Third Party Beneficiaries  31 SECTION 7.03 Severability  31 SECTION 7.04 Binding Effect on Owners and Beneficial Owners  31 SECTION 7.05 Notices  31 SECTION 7.06 Governing Law  32 SECTION 7.07 Headings  32

**DEPOSIT AGREEMENT**

DEPOSIT AGREEMENT dated as of May 15, 1993, amended and restated as of December 23, 1996 and further amended and restated as ofDecember 31, 2001, among Industrie Natuzzi S.p.A., a società per azioni (a limited liability company) organized under the laws of the Republic of Italy (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation(herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. 

WITNESSETH: 

WHEREAS, theCompany desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of theDepositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the AmericanDepositary Shares; and 

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, withappropriate insertions, modifications and omissions as hereinafter provided in this Deposit Agreement; 

NOW, THEREFORE, in considerationof the premises it is agreed by and between the parties hereto as follows: 

ARTICLE 1 

DEFINITIONS

The followingdefinitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement: 

SECTION 1.01        American Depositary Shares. 

The term “American Depositary Shares” shall mean the securities representing the interests in the Deposited Securities and evidencedby the Receipts issued hereunder. Each American Depositary Share shall represent the number of Shares specified in Exhibit A annexed hereto, until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change inDeposited Securities covered by Section 4.03 or otherwise with respect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares shall evidence the amount of Shares or Deposited Securities specifiedin such Sections. 

 
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SECTION 1.02        Beneficial Owner. 

The term “Beneficial Owner” shall be any person who has a beneficial interest in any American Depositary Share. 

SECTION 1.03        Business Day. 

The term “Business Day” shall mean any day on which both banks in Italy and banks in New York, New York are not required orauthorized by law to close. 

SECTION 1.04        Commission. 

The term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency inthe United States. 

SECTION 1.05        Company. 

The term “Company” shall mean Industrie Natuzzi S.p.A., incorporated under the laws of Italy, and its successors. 

SECTION 1.06        Custodian. 

The term “Custodian” shall mean the principal Milan, Italy office of Credito Italiano S.p.A., as agent of the Depositary for thepurposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional custodian or custodians hereunder, as the context shallrequire and shall also mean all of them collectively. 

SECTION 1.07        DepositAgreement. 

The term “Deposit Agreement” shall mean this Agreement, including the Exhibits hereto, as the same may beamended from time to time in accordance with the provisions hereof. 

SECTION1.08        Depositary; Corporate Trust Office. 

The term “Depositary’’shall mean The Bank of New York, a New York banking corporation, and any successor as depositary hereunder. The term “Corporate Trust Office”, when used with respect to the Depositary, shall mean the office of the Depositary which at thedate of this Deposit Agreement is 101 Barclay Street, New York, New York 10286. 

 
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SECTION 1.09        Deposited Securities.

The term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited (including ascontemplated under Section 2.09) under this Deposit Agreement and any and all other securities, property and cash received or deemed to be received by the Depositary or the Custodian in respect or in lieu of such deposited Shares and at suchtime held hereunder, subject as to cash to the provisions of Section 4.05. 

SECTION1.10        Dollars; Euro. 

The term “Dollars” shall mean United States dollars.The term “Euro” shall mean the common currency of the participating member countries of the European Union. 

SECTION1.11        Foreign Currency. 

The term “Foreign Currency” shall mean currencyother than Dollars. 

SECTION 1.12        Foreign Registrar. 

The term “Foreign Registrar” shall mean the entity that presently carries out the duties of registrar for the Shares or anysuccessor as registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares. 

SECTION1.13        Owner. 

The term “Owner” shall mean the person in whose name aReceipt is registered on the books of the Depositary maintained for such purpose. 

SECTION1.14        Pre-Release. 

The term “Pre-Release” shall have the meaning set forth in Section 2.09. 

SECTION1.15        Receipts. 

The term “Receipts” shall mean the American DepositaryReceipts issued hereunder evidencing American Depositary Shares, as the same may be amended from time to time in accordance with the provisions hereof. 

SECTION 1.16        Registrar. 

The term “Registrar” shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, whichshall be appointed to register Receipts and transfers of Receipts as herein provided. 

 
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SECTION 1.17        Regulation S. 

The term “Regulation S” shall mean Rules 901 through 904, inclusive, under the Securities Act of 1933, as such Rules may from timeto time be amended. 

SECTION 1.18        Securities Act of 1933. 

The term “Securities Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended. 

SECTION 1.19        Shares. 

The term “Shares” shall mean Ordinary Shares of the Company in registered form, heretofore validly issued and outstanding and fullypaid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares or hereafter validly issued, subscribed and outstanding and fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares or interim certificates representing such Shares. 

ARTICLE 2 

FORM OF RECEIPTS,DEPOSIT OF SHARES, EXECUTION AND DELIVERY,

TRANSFER AND SURRENDER OF RECEIPTS

Section 2.01        Form and Transferability of Receipts. 

Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders or such other form as may be acceptable to the NewYork Stock Exchange and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefitsunder this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signaturemay be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar. Receipts may be issued in denominations of any whole number ofAmerican Depositary Shares. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile signature of a dulyauthorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by theRegistrar or did not hold such office on the date of issuance of such Receipts. 

 
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The Receipts may be endorsed with or have incorporated in the text thereof such legends orrecitals or modifications not inconsistent with the provisions of this Deposit Agreement or with any provisions of the Company’s Articles of Association or Italian law as may be reasonably required by the Depositary in order to comply with anyapplicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations orrestrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. 

Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments oftransfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Depositary and the Company, notwithstanding any notice to the contrary, may treat the Owner thereof as theabsolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 

Section 2.02        Deposit of Shares. 

Subject to the terms and conditions of this Deposit Agreement, Shares, or evidence of rights to receive Shares to the extent permitted bySection 2.09, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications asmay be required by the Depositary, the Custodian or the Company in accordance with the provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or uponthe written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to theDepositary that any necessary approval has been granted by the governmental body or bodies in Italy which is or are then regulating currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not thetransfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer tothe Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or inlieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitlingthe Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominees. 

 
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At the request and risk and expense of any person proposing to deposit Shares, and for theaccount of such person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. 

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documentsabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such evidence of ownership to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited inthe name of the Depositary or its nominee or such Custodian or its nominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. 

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such otherplace or places as the Depositary shall determine. 

Section 2.03        Execution andDelivery of Receipts. 

Upon receipt by any Custodian of any deposit pursuant to Section 2.02 hereunder (and in addition, if thetransfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company or the Foreign Registrar, as the case may be, that anyDeposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as abovespecified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidencedthereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by theDepositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall, as promptly as practicable execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receiptor Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees of the Depositary for the execution and deliveryof such Receipt or Receipts as provided in Section 5.09, and of all taxes and governmental charges and fees, if any, payable in connection with such deposit and the transfer of the Deposited Securities. The Depositary shall not issue Receiptsexcept in accordance with this Section 2.03 and Sections 2.04, 2.07, 2.09, 4.03, 4.04 and 4.08. 

 
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Section 2.04        Transfer of Receipts;Combination and Split-up of Receipts. 

The Depositary, subject to the terms and conditions ofthis Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments oftransfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitledthereto. 

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts forthe purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing thesame aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. 

The Depositary may appoint, upon at least 20days’ written notice to the Company, one or more co-transfer agents, reasonably acceptable to the Company, for the purpose of effecting transfers, combinations andsplit-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authorityand compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. 

Section 2.05        Surrender of Receipts and Withdrawal of Shares. 

Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securitiesrepresented by the American Depositary Shares evidenced by such Receipt, and upon payment of the fee of the Depositary for the surrender of Receipts as provided in Section 5.09 and payment of all taxes and governmental charges, if any, payablein connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement and the Company’s Articles of Association, the Owner of such Receipt shall be entitled to delivery,to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt. Delivery of such Deposited Securities may be made by the delivery of (a) certificates in thename of such Owner or as ordered by him or certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitledin respect of such Receipts to such Owner or as ordered by him. Such delivery shall be made, as promptly as practicable as hereinafter provided. 

 
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A Receipt surrendered for such purposes may be required by the Depositary to be properlyendorsed in blank or accompanied by proper instruments of transfer in blank, and if the Depositary so requires, the Owner thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securitiesbeing withdrawn to be delivered to or upon the written order of a person or persons designated in such order. Thereupon the Depositary shall, as promptly as practicable, direct the Custodian to deliver at the Milan, Italy office of such Custodian,subject to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this Deposit Agreement and the Company’s Articles of Association, to or upon the written order of the person or persons designated in the order delivered to theDepositary as above provided, the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of theDepositary of any dividends or distributions with respect to the Deposited securities represented by the American Depositary Shares evidenced by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at thetime be held by the Depositary. 

At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of suchOwner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates and other proper documents of title for, the Deposited Securities represented by theAmerican Depositary Shares evidenced by such Receipt to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex orfacsimile transmission. 

Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise(other than to the Company or its agent as contemplated by Section 4.08), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. 

Section 2.06        Limitations on Execution and Delivery, Transfer and Surrender ofReceipts. 

As a condition precedent to the execution and delivery, registration of transfer,split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Company, Depositary, Custodian or Registrar may require payment fromthe depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax, charge or fee with respectto Shares being deposited or withdrawn) and payment of any fees of the Depositary as provided in Section 5.09, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also requirecompliance with such reasonable regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.06. 

 
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The delivery of Receipts against deposits of Shares generally or against deposits ofparticular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts or the combination or split-up of Receiptsgenerally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirementof law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of this DepositAgreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit ofShares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to theReceipts or to the withdrawal of the Deposited Securities, or (iv) any other reason that may at any time be specified in paragraph I(A)(l) of the General Instructions to Form F-6, as from time to time ineffect, or any successor provision thereto. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the securities Act of1933, unless a registration statement is in effect as to such Shares. The Depositary will comply with written instructions of the Company that the Depositary shall not accept for deposit hereunder any Shares identified in such instructions at suchtimes and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States. 

Section 2.07        Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor inexchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in substitution for adestroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and(ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary. 

 
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Section 2.08         Cancellation andDestruction of Surrendered Receipts. 

All Receipts surrendered to the Depositary shall be canceled by the Depositary. The Depositaryis authorized to destroy Receipts so canceled, subject to Section 2.10. 

Section 2.09        Pre-Release of Receipts. 

The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights toreceive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the followingparagraph. 

Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 hereof, execute anddeliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (“Pre-Release”). The Depositary may, pursuant to Section 2.05, deliver Shares upon the receipt and cancellation ofReceipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt hasbeen Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release willbe (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be,(ii) assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares for the account of the Depositary until delivery of the same upon theDepositary’s request, (b) at all times fully collateralize (such collateral marked to market daily) with cash or U.S. government securities, (c) terminable by the Depositary on not more than five (5) business days notice, and(d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releaseswill not normally exceed thirty percent (30%) of the American Depositary Shares outstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release);provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositarywill also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any one person on a case by case basis as it deems appropriate. The collateralreferred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt,constitute Deposited Securities hereunder). 

 
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The Depositary may retain for its own account any compensation received by it in connectionwith the foregoing. 

Section 2.10        Maintenance of Records. 

The Depositary agrees to maintain or cause its agents to maintain records of all Receipts surrendered and Deposited Securities withdrawn underSection 2.05, substitute Receipts delivered under Section 2.07, and of canceled or destroyed Receipts under Section 2.08, in keeping with procedures ordinarily followed by stock transfer agents located in The City of New York or asrequired by the laws or regulations governing the Depositary. Prior to destroying any such records, the Depositary will notify the Company and will turn such records over to the Company upon its request. 

ARTICLE 3 

CERTAIN OBLIGATIONSOF OWNERS OF RECEIPTS

Section 3.01        Filing Proofs, Certificates and OtherInformation. 

Any person presenting Shares for deposit or any Owner of a Receipt may be required from time to time to file with theDepositary or the Custodian such proof of citizenship or residence, exchange control approval, legal or beneficial ownership of Receipts, Deposited Securities or other securities, compliance with all applicable laws or regulations or terms of thisDeposit Agreement or the Receipts or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositarymay deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any DepositedSecurities until such proof or other information is filed or such certificates are executed or such representations and warranties made. The Depositary shall from time to time advise the Company of the availability of any such proofs, certificatesor other information and shall provide copies thereof to the Company as promptly as practicable upon request by the Company, unless such disclosure is prohibited by law. 

Section 3.02        Liability of Owner for Taxes. 

If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited Securities represented by anyReceipt, such tax or other governmental charge shall be payable by the Owner of such Receipt. The Depositary may refuse to effect any transfer of such Receipt or any combination or split-up thereof or anywithdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part orall of the Deposited Securities represented by the American Depositary Shares evidenced by 

 
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such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale inpayment of such tax or other governmental charge (and any taxes or expenses arising out of such sale), and the Owner of such Receipt shall remain liable for any deficiency. 

Section 3.03        Warranties on Deposit of Shares. 

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and eachcertificate therefor are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed torepresent that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of suchShares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares andissuance of Receipts. 

Section 3.04        Disclosure of Interests. 

To the extent that provisions of or governing any Deposited Securities (including the Company’s Articles of Association or applicablelaw) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit suchownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply withall such disclosure requirements and ownership limitations and shall cooperate with the Depositary’s compliance with such Company instructions. 

ARTICLE 4 

THE DEPOSITEDSECURITIES

Section 4.01        Cash Distributions. 

Whenever the Depositary, or on its behalf, its agent, shall receive any cash dividend or other cash distribution on any Deposited Securities,the Depositary shall, or shall cause its agent, as promptly as practicable after its receipt of such dividend or distribution (unless otherwise prohibited or prevented by law), subject to the provisions of Section 4.05, to convert such dividendor distribution into Dollars and shall, as promptly as practicable, distribute the amount thus received (net of the expenses of the Depositary as provided in Section 5.09) to the Owners entitled thereto, in proportion to the number of AmericanDepositary Shares representing such Deposited Securities held 

 
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by them respectively; provided, however, that in the event that the Company or an agent of the Company orthe Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed to the Owner of the Receipts evidencing American Depositary Sharesrepresenting such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amounts as can be distributed without distributing to any Owner a fraction of one cent and any balance that is not so distributed shall beheld by the Depositary (without liability for the interest thereon) and shall be added to and be part of the next sum received by the Depositary for distribution to the Owners of Receipts then outstanding. 

Section 4.02        Distributions Other Than Cash, Shares or Rights. 

Subject to the provisions of Section 4.11 and 5.09, whenever the Depositary shall receive any distribution other than a distributiondescribed in Sections 4.01, 4.03 or 4.04, the Depositary shall, as promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, in proportion to the number of American Depositary Sharesrepresenting such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distributioncannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or an agent of the Company or the Depositary withhold an amount on account of taxes orother governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners) the Depositary deems such distribution not to be feasible, the Depositary may, after consultation with theCompany, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and thenet proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.09 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distributionreceived in cash pursuant to Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary or any of its agents. 

Section 4.03        Distributions in Shares. 

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, ifthe Company shall so request, distribute, as promptly as practicable, to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively,additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the 

 
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Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Sharesevidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of the Depositary as provided in Section 5.09. In lieu of delivering Receipts for fractionalAmerican Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds all in the manner and subject to the conditions described inSection 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each AmericanDepositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. 

Section 4.04        Rights. 

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe foradditional Shares or any rights of any other nature, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalfof any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason it would be unlawful for the Depositary either to make such rights available to any Owners or dispose of suchrights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available toall or certain Owners but not to other Owners, the Depositary may, and at the request of the Company shall, distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American DepositaryShares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate. 

In circumstances in which rightswould otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will promptly make suchrights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as theCompany has determined in its sole discretion are reasonably required under applicable law. 

If the Depositary has distributed warrants orother instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositaryfor the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the 

 
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rights, and upon payment of the fees of the Depositary and any other charges as set forth in such warrantsor other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner,the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of this Deposit Agreement, and shall, pursuant to section 2.03 of this Deposit Agreement, execute and deliver Receipts to such Owner. In the case of adistribution pursuant to this paragraph, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws. 

If the Depositary determines that it is not lawful or feasible to make such rights available to all or certain Owners, it may, and at therequest of the Company will use its best efforts that are reasonable under the circumstances to, sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined itmay not lawfully or feasibly make such rights available. In each such instance, (a) the Depositary shall solicit a bid for all such rights, warrants or other instruments from each of at least five firms that regularly participate in theinternational securities markets and that are registered as brokers or dealers in Italy or the United Kingdom and (b) after soliciting such bids, the Depositary shall (i) inform Mr. Pasquale Natuzzi, Mrs. AnnunziataNatuzzi~~[,]~~**[and]** Miss Anna Maria Natuzzi ~~[and Gemina Investment S.A.]~~ of the identity of the highest bidder responding to such solicitation (if any) and (ii) offer all such rights, warrants or otherinstruments to Mr. Pasquale Natuzzi, Mrs. Annunziata Natuzzi~~[,]~~**[and]** Miss Anna Maria Natuzzi ~~[and Gemina Investments S.A.]~~(acting as a group) at a price equal to the bid of such highest bidder(or if the Depositary shall obtain no bids in response to its solicitation, at such price as Mr. Natuzzi, Mrs. Natuzzi~~[,]~~**[and]** Miss Natuzzi ~~[and Gemina Investments S.A.]~~(acting as a group)shall bid). The Depositary shall allocate the net proceeds of such sales (net of the fees of the Depositary as provided in Section 5.09, any expenses in connection with such sale and all taxes and governmental charges payable in connection withsuch rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to anydistinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise. Such proceeds shall be distributed as promptly as practicable in accordance with Section 4.01 hereof. 

If a registration statement under the Securities Act of 1933 is required with respect to the securities to which any rights relate in orderfor the Company to offer such rights to Owners and sell the securities represented by such rights, the Depositary will not offer such rights to Owners having an address in the United States (as defined in Regulation S) unless and until such aregistration statement is in effect, or unless the offering and sale of such securities and such rights to such Owners are exempt from registration under the provisions of such Act. 

 
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The Depositary shall not be responsible for any failure to determine that it may be lawfulor feasible to make such rights available to Owners in general or any Owner in particular. 

Section 4.05        Conversion of Foreign Currency. 

Whenever the Depositary shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale ofsecurities, property or rights, and if at the time of the receipt thereof the Foreign Currency so received can, pursuant to applicable law, be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States,the Depositary shall convert or cause to be converted as promptly as practicable, by sale or in any other manner that it may determine in accordance with applicable law, such Foreign Currency into Dollars. If, at the time of conversion of suchForeign Currency into Dollars, such Dollars can, pursuant to applicable law, be transferred outside of Italy for distribution to Owners entitled thereto, such Dollars shall be distributed as promptly as practicable to the Owners entitled thereto or,if the Depositary shall have distributed any rights, warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation. Suchdistribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expensesof conversion into Dollars incurred by the Depositary as provided in Section 5.09. 

If such conversion or distribution can beeffected only with the approval or license of any government or agency thereof, the Depositary shall file as promptly as practicable such application for approval or license; however, the Depositary shall be entitled to rely upon Italian localcounsel in such matters, which counsel shall be instructed to act as promptly as possible. 

If at any time Foreign Currency received bythe Depositary is not, pursuant to applicable law, convertible, in whole or in part, into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied orin the opinion of the Depositary cannot be promptly obtained, the Depositary shall, (a) as to that portion of the Foreign Currency that is convertible into Dollars make such conversion and, if permitted by applicable law, transfer such Dollarsto the United States for distribution to Owners in accordance with the first paragraph of this Section 4.05 and (b) as to the nonconvertible balance, if any, (i) if requested in writing by an Owner, distribute or cause the Custodianto distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary or Custodian to such Owner and (ii) the Depositary shall hold or shall cause the Custodian to holdany amounts of nonconvertible Foreign Currency not distributed pursuant to the immediate preceding subclause (i) uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same. 

 
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Section 4.06        Fixing of RecordDate. 

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made,or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shallreceive notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall fix a record date, which date shall, to the extent practicable, be either (x) the same date as the record date fixed by the Company, or(y) if different from the record date fixed by the Company, be fixed after consultation with the Company (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the netproceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at, and to attend (without voting or speaking), any such meeting, or (b) on or after which each American Depositary Share will representthe changed number of Shares. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amountdistributable by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give votinginstructions and to attend such meeting (without voting or speaking) and to act in respect of any other such matter. 

Section 4.07        Voting of Deposited Securities and Attendance at Meetings. 

As soon as practicable after receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities,if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such informationas is contained in such notice of meeting (or if requested by the Company a summary of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date (the “Specified RecordDate”) will be entitled, subject to any applicable provisions of Italian law and of the Articles of Association of the Company (which provisions, if any, shall be summarized in such notice to the extent that such provisions are material), toinstruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, (c) a statement as to the manner in which suchinstructions may be given, (d) a statement that Beneficial Owners on the Specified Record Date may attend, but not vote or speak at, such meeting and (e) a statement as to the manner in which such Beneficial 

 
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Owners may request from the Depositary an admission ticket for such meeting. Upon the written request of anOwner on the Specified Record Date, received on or before the date established by the Depositary for sucticable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenceby such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. Upon the written request of an Owner (or if the Depository Trust Company(“DTC”) is the Owner, a participant in DTC’s book-entry system) on behalf of a Beneficial Owner on the Specified Record Date, received on or before the date established by the Depositary for such purpose the Depositary shall endeavor,in so far as pracor other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion overany Deposited Securities. Upon the written request of an Owner (or if The Depository Trust Company (“DTC”) is the Owner, a participant in DTC’s book-entry system) on behalf of a Beneficial Owner on the Specified Record Date, receivedon or before the date established by the Depositary for such purpose, the Depositary shall (a) as early as practicable prior to such meeting issue to such Beneficial Owner an admission ticket (in the form provided by the Company) for suchmeeting and (b) notify the Company of the identity of such Beneficial Owner as promptly as practicable thereafter (but in any case at least two Business Days prior to such meeting). 

Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby arelisted, the Depositary shall if requested by the Company deliver, at least two Business Days prior to the date of such meeting to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance withwhich the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unlessotherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under this Section. 

Section 4.08        Changes Affecting Deposited Securities. 

In circumstances where the provisions of Section 4.03 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party,any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under this Deposit Agreement, and American DepositaryShares shall thenceforth represent the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. 

 
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In any such case the Depositary may, and shall if the Company shall so request, execute and deliveradditional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities. 

Section 4.09        Documents Available at the Depositary’s Office and Reports to theCommission and Stock Exchanges. 

The Depositary shall make available for inspection by Owners at its Corporate Trust Office anyreports, notices and other communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary, the Custodian, or a nominee of either as the holder of the Deposited Securities and(b) generally transmitted to the holders of such Deposited Securities by the Company. The Depositary shall also make available for inspection by Owners at its Corporate Trust Office copies of reports, notices and communications furnished by theCompany pursuant to Section 5.06. 

The Company has delivered to the Depositary and the Custodian a copy of the provisions of orgoverning the Shares and any other Deposited Securities issued by the Company or any affiliate of the Company, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of suchprovisions as so amended or changed. The Depositary may rely upon such copy for all purposes of this Deposit Agreement. The Depositary will, at the expense of the Company (unless otherwise agreed in writingby-the Company and the Depositary), make such copy and such notices, reports and other communications available for inspection by Owners at the Depositary’s office, at the office of the Custodian and atany other designated transfer offices. 

When the Company makes available at its offices the financial statements upon which holders of theShares are to vote at an annual general meeting of such holders, the Company shall promptly deliver to the Depositary and the Custodian a copy of such financial statements. Until the date of such annual general meeting, the Depositary shall, at theexpense of the Company (unless otherwise agreed in writing by the Company and the Depositary), make such copy of the financial statements available for inspection by Owners at the Depositary’s office, the office of the Custodian and any otherdesignated transfer offices. 

In addition, upon notice that the Company has not furnished the Commission or any relevant stock exchangewith any public reports, documents or other information as required by foreign law or otherwise under the Securities Exchange Act of 1934 or any rule thereunder, as from time to time amended, the Depositary shall furnish promptly to the Commissionor such stock exchange copies of all annual or other periodic reports and other notices or communications which the Depositary, the Custodian or a nominee of either receives as holder of the Deposited Securities from the Company and which are not sofurnished to or filed with the Commission or such stock exchange 

 
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pursuant to any other requirement of the Commission or such stock exchange and the Depositary is herebyauthorized by the Company so to do on its behalf. In connection with any registration statement relating to the Receipts or with any undertaking contained therein, the Company and the Depositary shall each furnish to the other and to the Commissionsuch information as shall be required to make filings or comply with such undertakings. 

Section 4.10        Lists of Owners. 

Promptly upon request by the Company, the Depositary shall, at the expense of the Company (unless otherwise agreed in writing by the Companyand the Depositary), furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary. 

Section 4.11        Withholding. 

In connection with any distribution to Owners, the Company or its agent will remit to the appropriate governmental authority or agency allamounts (if any) required under applicable law to be withheld and remitted by the Company or such agent and owing to such governmental authority or agency by the Company or such agent; and the Depositary and the Custodian will remit to theappropriate governmental authority or agency all amounts (if any) required under applicable law to be withheld and remitted by the Depositary or the Custodian and owing to such authority or agency by the Depositary or the Custodian. The Depositaryshall forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies. In the event that theDepositary determines that any distribution in property other than cash (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may bypublic or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to withhold any such taxes or charges andthe Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them, respectively, all in accordance withapplicable provisions of this Deposit Agreement. 

In order to enable persons that are considered United States residents for purposes ofthe income tax convention between the United States and Italy in effect as of the date of this Deposit Agreement (the “Convention”) to obtain a refund of certain Italian withholding tax under the Convention, the Company shall provideprompt written notice (the “Dividend Notice”) to the Depositary of (i) the calling of any meeting of holders of Deposited Securities at which the Company expects the approval of a distribution to such holders that is subject towithholding tax refundable under the 

 
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Convention, (ii) the date on which any such distribution approved at such meeting is proposed to bepayable to owners of such Deposited Securities and (iii) the related date on distribution paid to the Depositary (the “Withholding Repayment Date”). 

As promptly as practicable after receiving the Dividend Notice, the Depositary shall (i) provide the Owners with written notice (in theform and with the content agreed by the Company and the Depositary) of the requirements that Owners and Beneficial Owners must satisfy to receive under the Convention a refund of withholding tax with respect to the specified distribution (the“Refund Notice”) and (ii) shall use its reasonable best efforts to cause Owners of Receipts that are financial intermediaries, including DTC, to send the Refund Notice to their participants or customers for transmission to theBeneficial Owners of such Receipts. The Depositary shall also deliver with each check in payment of a portion of the distribution specified in the Refund Notice (other than a check in payment of a refund of withholding tax under the Convention) awritten reminder to the Owners (in the form agreed with the Company) of the procedures set forth in the Refund Notice. Such written reminder and the Refund Notice shall state (among other requirements) that all certifications of entitlement to arefund of Italian withholding tax under the Convention (including each report of ownership by a financial intermediary) must be dated later than the date of the Dividend Notice and that each such certification that is dated on or before the date ofthe Dividend Notice shall be treated as incomplete by the Depositary and the Company. 

In the case of each claim for a refund by aBeneficial Owner holding Receipts through a participant in DTC, the Depositary shall use its reasonable best efforts to obtain confirmation from DTC that the ownership reported to the Depositary by each financial intermediary holding such Receiptson behalf of such Beneficial Owner corresponds to the ownership of such Receipts as recorded on the books of DTC. The Depositary shall deliver to the Company (or, if so instructed by the Company, to a dividend paying agent for the Company) allcompleted certifications of entitlement to a refund of Italian withholding tax under the Convention (including each report of ownership by a financial intermediary) that the Depositary receives on or before the day that is 30 days prior to theWithholding Repayment Date (the “Final Delivery Date”). The Depositary shall deliver such certifications to the Company (or if applicable, the dividend paying agent for the Company) (i) in the case of such certifications received bythe Depositary on or before the date that is 30 days after the dividend payment date (the “First Delivery Date”), as soon as practicable after the First Delivery Date and (ii) in the case of such certifications received by theDepositary after the First Delivery Date, at intervals agreed between the Company and the Depositary. The Depositary shall deliver as soon as practicable to each Beneficial Owner (i) all completed certifications of entitlement to a refund ofItalian withholding tax under the Convention (including each report of ownership by a financial intermediary) relating to such Beneficial Owner that the Depositary receives after the Final Delivery Date and (ii) all incomplete certifications ofsuch entitlement relating to such Beneficial Owner. 

 
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If the Company determines in its reasonable judgment that the completed certificationsdelivered to it (or if applicable, its dividend paying agent) by the Depositary on behalf of a Beneficial Owner satisfy the requirements for a refund of Italian withholding tax by the Company under the Convention and applicable law, the Companyshall pay to the Depositary the amount to which such Beneficial Owner is entitled under the Convention (i) within 30 days after the First Delivery Date, if the completed certifications of such Beneficial Owner have been delivered to theDepositary on or before the First Delivery Date and delivered to the Company in accordance with the preceding paragraph and (ii) as soon as practicable after such certifications have been delivered to the Company, if the completedcertifications of such Beneficial Owner have been delivered to the Depositary after the First Delivery Date. The Depositary shall convert such payments in accordance with the terms of Section 4.05 and shall distribute such payments to theOwners entitled thereto in accordance with the provisions of this Agreement. 

The Depositary shall use reasonable efforts to make andmaintain arrangements (in addition to or in substitution for the foregoing arrangements) enabling persons that are considered United States residents for purposes of applicable law to receive any rebates, tax credits or other benefits (pursuant totreaty or otherwise) relating to distributions on the American Depositary Shares to which such persons are entitled. The Company or its agent may take any steps necessary to obtain such benefits. 

Notwithstanding any other terms of the Deposit Agreement or the Receipt, absent the gross negligence or bad faith of, respectively theDepositary and the Company, the Depositary and the Company assume no obligation, and shall not be subject to any liability, for the failure of any Owner or Beneficial Owner, or its agent or agents to receive any tax benefit under applicable law ortax treaties. Neither the Depositary nor the Company shall be liable for any acts or omissions of any other party in connection with any attempts to obtain any such benefit, and Owners and Beneficial Owners hereby agree that each of them shall beconclusively bound by any deadline established by the Company and the Depositary in connection therewith. 

ARTICLE 5 

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

Section 5.01        Maintenance of Office and Transfer Books by the Depositary. 

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The Cityof New York, facilities for the execution and delivery, registration, registration of transfers, combinations and split-ups and surrender of Receipts in accordance with the provisions of this DepositAgreement. 

 
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The Depositary shall keep books for the registration of Receipts and transfers of Receiptswhich at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners for an object other than the business of the Company, including without limitation amatter related to this Deposit Agreement or the Receipts. 

The Depositary may close the transfer books after consultation with the Companyto the extent practicable, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the request of the Company, provided that any such closing of the transfer books shall besubject to the provisions of Section 2.06 which limit the suspension of withdrawals of Shares. 

If any Receipts or the AmericanDepositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with the written approval of the Company, appoint a Registrar or one or moreco-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. 

The Company shall have the right, upon reasonable request, to inspect the transfer and registration records of the Depositary relating to theReceipts, to take copies thereof and to require the Depositary and any co-registrars to supply copies of such portions of such records as the Company may request. 

Section 5.02        Prevention or Delay in Performance by the Depositary or the Company.

Neither the Depositary nor the Company shall incur any liability to any Owner or Beneficial Owner, if by reason of any provision of anypresent or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Articles of Association of the Company, or byreason of any act of God or war or other circumstance beyond its control, the Depositary or the Company shall be prevented or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which bythe terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company incur any liability to any Owner or Beneficial Owner by reason of any non-performance ordelay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for inthis Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, theDepositary is prevented or prohibited from making such distribution or offering available to Owners, and the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners 

 
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and making the net proceeds available to such Owners, then the Depositary, after consultation with theCompany, shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. 

Section 5.03        Obligations of the Depositary, the Custodian and the Company. 

The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, exceptthat it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 

TheDepositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities),except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 

Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding inrespect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, andthe Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. 

Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information fromlegal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. 

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act oromission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed itsobligations without negligence or bad faith while it acted as Depositary. 

The Depositary shall not be responsible for any failure tocarry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. 

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement. 

 
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The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class ofsecurities of the Company and its affiliates and in Receipts. 

Section 5.04        Resignation and Removal of the Depositary. 

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, suchresignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. 

The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successordepositary and its acceptance of such appointment as hereinafter provided. 

In case at any time the Depositary acting hereunder shallresign or be removed, the Company shall use its best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fullyvested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to suchsuccessor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of alloutstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. 

Any corporation into orwith which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. 

Section 5.05        The Custodian. 

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it andthe Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian orcustodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian 

 
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being discharged with the approval of the Company (such approval not to be unreasonably withheld). Wheneverthe Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shallnotify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the DepositedSecurities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment an acceptanceof such appointment satisfactory in form and substance to the Depositary. promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. 

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any furtheract or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on thewritten request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. 

Section 5.06        Reports, Notices and Other Communications. 

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or otherDeposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions (other than an offering of rights), the Company agrees to transmit to the Depositary and the Custodian acopy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities. 

The Company will promptlytransmit to the Custodian English language versions of any reports, notices and other communications that are generally transmitted by the Company to holders of its Shares or other Deposited Securities, as well as English language versions of theCompany’s annual reports (including a description of operations and annual audited consolidated financial statements prepared in conformity with Italian generally accepted accounting principles (“Italian GAAP”), together with areconciliation of net earnings and stockholders’ equity to United States generally accepted accounting principles) and semiannual reports (including unaudited semiannual consolidated financial information prepared in conformity with ItalianGAAP). The Depositary shall, at the Company’s expense (unless otherwise agreed in writing by the Company and the Depositary), arrange for the prompt transmittal by the Custodian to the Depositary of such notices, reports and othercommunications and arrange for the mailing, at the Company’s expense (unless otherwise agreed in writing by the Company and the 

 
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Depositary), of copies thereof (or if requested by the Company, a summary of any such notice provided by theCompany) to all Owners or, at the request of the Company, make such notices, reports (other than the annual and semiannual reports described in the preceding sentence) and other communications available to all Owners on a basis similar to that forholders of Shares or other Deposited Securities, or on such other basis as the Company may advise the Depositary may be required by any applicable law, regulation or stock exchange requirement. The Company will timely provide the Depositary with thequantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. 

Section 5.07        Distribution of Additional Shares; Rights, etc.

The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares,(3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities, the Company will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the SecuritiesAct of 1933 will result from such issuance or distribution. 

The Company agrees with the Depositary that neither the Company nor anycompany controlled by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under theSecurities Act of 1933 or the Company furnishes to the Depositary a written opinion from U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that the offer and sale of the Receipts evidencing theAmerican Depositary Shares representing such Shares are exempt from registration under that Act. The Company will advise each person who, to the best knowledge of the Company, controls, or is under common control with, the Company that such personis subject to the same restrictions on the deposit of Shares as the Company and persons controlled by the Company. 

Section 5.08        Indemnification. 

The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each ofthem harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in accordance with the provisions of this Deposit Agreement and of theReceipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out ofthe negligence or bad faith of either of them, and except to the extent that such liability or expense arises out of information relating to the Depositary or the Custodian, as applicable, furnished in writing to the Company by the Depositary or theCustodian, as applicable, expressly for use in any registration statement, proxy statement, prospectus (or placement memorandum) or 

 
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preliminary prospectus (or preliminary placement memorandum) relating to the Shares, or omissions from suchinformation; or (ii) by the Company or any of its directors, employees, agents and affiliates. The indemnities contained in this paragraph shall not extend to any liability or expense which may arise out of anyPre-Release.

The Depositary agrees to indemnify the Company, its directors, employees, agents andaffiliates and hold them harmless from any liability or expense which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith.

The obligations set forth in this Section 5.08 shall survive the termination of this Deposit Agreement and the succession orsubstitution of any indemnified person. 

Any person seeking indemnification hereunder (an “Indemnified Person”) shall notify theperson from whom it is seeking indemnification (the “Indemnifying Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement and shall consult in good faithwith the Indemnifying Person as to the conduct of the defense of such action or claim, which defense shall be reasonable under the circumstances. No Indemnified Person shall compromise or settle any such action or claim without the consent inwriting of the Indemnifying Person. 

Section 5.09        Charges of Depositary. 

The Company agrees to pay the fees and reasonableout-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Companyfrom time to time. The Depositary shall present detailed statements for such expenses to the Company at least once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. 

The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American DepositaryShares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stocksplit declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) suchregistration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or (if applicable) Foreign Registrar and applicable to transfers of Shares to the name of theDepositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expensesas are incurred by the 

 
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Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of$5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution ofproceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American DepositaryShares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed tothem pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds. 

Section* 5*.10        Exclusivity. 

The Company agrees not to appoint any other depositary for issuance of American Depositary Receipts so long as The Bank of New York is actingas Depositary hereunder, subject, however, to the rights of the Company under Section 5.04. 

ARTICLE 6 

AMENDMENT AND TERMINATION

Section 6.01        Amendment. 

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement betweenthe Company and the Depositary in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimiletransmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after noticeof such amendment shall have been given to the Owners of outstanding Receipts. Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound bythe Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply withmandatory provisions of applicable law. 

Section 6.02        Termination. 

The Depositary shall at any time, at the direction of the Company, terminate this Deposit Agreement by mailing notice of such termination tothe Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by 

 
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mailing notice of such termination to the Company and the Owners of all Receipts then outstanding, suchtermination to be effective on a date specified in such notice not less than 30 days after the date thereof, if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election toresign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section* 5*.04. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at theCorporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to theOwner or upon the Owner’s order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereaftershall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that theDepositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends orother distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, the fee of the Depositary for the surrender ofa Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of one year from the dateof termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability forinterest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositaryshall be discharged from all obligations under this Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account ofthe Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges) and except as provided in Section 5.08. Upon the termination of this Deposit Agreement, theCompany shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 hereof. 

 
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ARTICLE 7 

MISCELLANEOUS

Section 7.01        Counterparts. 

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterpartsshall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodian and shall be open to inspection by any Owner during business hours. 

Section 7.02        No Third Party Beneficiaries. 

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedyor claim whatsoever to any other person. 

Section 7.03        Severability. 

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal orunenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. 

Section 7.04        Binding Effect on Owners and Beneficial Owners. 

The Owners and Beneficial Owners shall be bound by all of the terms and conditions of this Deposit Agreement and of the Receipts by acceptancethereof. 

Section 7.05        Notices. 

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telexor facsimile transmission confirmed by letter, addressed to 

Industrie Natuzzi S.p.A. 

Via Iazzitiello 47 

70029Santeramo 

Italy 

Attention:        Mr. Pasquale Natuzzi 

or any other place to which the Company may have transferred its principal office. 

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent bymail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 

 
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Barclay Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or anyother place to which the Depositary may have transferred its Corporate Trust Office. 

Any and all notices to be given to any Owner shallbe deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for Receipts of theDepositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request. 

Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressedletter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box; provided, however, that delivery of a notice to the Company or the Depositaryshall be deemed to be effective when actually received by the Company or the Depositary, as the case may be. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that suchcable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid. 

Section 7.06        Governing Law. 

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shallbe governed by the law of the State of New York. 

Section 7.07        Headings. 

Headings contained herein are included for convenience only and are not to be used in construing or interpreting any provision hereof. 

 
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IN WITNESS WHEREOF, INDUSTRIE NATUZZI S.P.A. and THE BANK OF NEW YORK have duly executedthis agreement as of the day and year first set forth above and all Owners shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof. 

 
INDUSTRIE NATUZZI S.P.ABy: 
/s/ Giuseppe Desantis
Name: Giuseppe DesantisTitle: Vice PresidentTHE BANK OF NEW YORK,              As DepositaryBy: 
/s/ David S. Stueber
Name: David S. StueberTitle: Vice President
 
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**Note: This revised form of American Depositary Receipt is being filed to reflect that the ratio of Sharesper American Depositary Share has changed from one share to five shares, effective February 21, 2019.**

EXHIBIT A 

AMERICAN DEPOSITARY SHARES 

(Each American Depositary 

Share represents five deposited 

Shares) 

THE BANK OF NEW YORKMELLON 

AMERICAN DEPOSITARY RECEIPT 

FOR ORDINARY SHARES OF 

NATUZZIS.P.A. 

(INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF ITALY) 

The Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that                                                                                , orregistered assigns IS THE OWNER OF                                                                        

AMERICAN DEPOSITARY SHARES 

representingdeposited Ordinary Shares (herein called “Shares”) of Natuzzi S.p.A., incorporated under the laws of The Republic of Italy (herein called the “Company”). At the date hereof, each American Depositary Share represents five Sharesdeposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal Milan, Italy office of Credito Italiano S.p.A. (herein called the “Custodian”). The Depositary’s Corporate Trust Officeand its principal executive office are located at 240 Greenwich Street, New York, N.Y. 10286. 

THE DEPOSITARY’S CORPORATE TRUST OFFICEADDRESS IS 

240 GREENWICH STREET, NEW YORK, N.Y. 10286 

 
 1.
THE DEPOSIT AGREEMENT. 

This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms andconditions set forth in the deposit agreement, dated as of May 15, 1993, as amended and restated as of December 23, 1996 and December 31, 2001 (herein called the “Deposit Agreement”), by and among the Company, theDepositary, and all 

 
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Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditionsthereof. The Deposit Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash fromtime to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s CorporateTrust Office in New York City and at the office of the Custodian. 

The statements made on the face and reverse of this Receipt aresummaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not definedherein shall have the meanings set forth in the Deposit Agreement. 

 
 2.
SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES. 

Upon surrender at the Corporate Trust Office of the Depositary of this Receipt for the purpose of withdrawal of the Deposited Securitiesrepresented by the American Depositary Shares evidenced hereby, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, tohim or upon his order, of the Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is issued. Delivery of such Deposited Securities may be made by the delivery of (a) certificates in the name ofthe Owner hereof or as ordered by him or certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled inrespect of this Receipt to such Owner or as ordered by him. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, as provided in the Deposit Agreement;provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof. 

 
 3.
TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Ownerhereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of theDepositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such receipts into one Receipt, evidencing the sameaggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender ofany Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Company, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presentor of the Receipt of a sumsufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee 

 
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with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity andgenuineness of any signature and may also require compliance with such reasonable regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt, including, without limitation, this Article 3. 

The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares be suspended, or the transfer ofReceipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts generally may be suspended, during any period when thetransfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body orcommission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of the Deposit Agreement or this Receipt, the surrender ofoutstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at ashareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal ofthe Deposited Securities, or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6, as from time to time in effect, or any successorprovision thereto. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registrationstatement is in effect as to such Shares. 

 
 4.
LIABILITY OF OWNER FOR TAXES. 

If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited Securities represented hereby, suchtax or other governmental charge shall be payable by the Owner hereof. The Depositary may refuse to effect any transfer of this Receipt or any combination or split-up hereof or any withdrawal of DepositedSecurities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner hereof any part or all of the DepositedSecurities represented by the American Depositary Shares evidenced by this Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge (and any taxes or expensesarising out of such sale), and the Owner hereof shall remain liable for any deficiency. 

 
 5.
WARRANTIES OF DEPOSITORS. 

Every person depositing Shares hereunder and under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares andeach certificate therefor are validly issued, fully paid, non-assessable, and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so todo. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of

 
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Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that personare not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts. 

 
 6.
FILING PROOFS CERTIFICATES, AND OTHER INFORMATION. 

Any person presenting Shares for deposit or any owner of a Receipt may be required from time to time to file with the Depositary or theCustodian such proof of citizenship or residence, exchange control approval, legal or beneficial ownership of Receipts, Deposited Securities or other securities, compliance with all applicable laws or regulations or terms of the Deposit Agreement orsuch Receipt, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary orproper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proofor other information is filed or such certificates are executed or such representations and warranties made. The Depositary shall from time to time advise the Company of the availability of any such proofs, certificates or other information andshall provide copies thereof to the Company as promptly as practicable upon request by the Company, unless such disclosure is prohibited by law. 

 
 7.
CHARGES OF DEPOSITARY. 

The Company agrees to pay the fees and reasonableout-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Companyfrom time to time. The Depositary shall present detailed statement for such expenses to the Company at least once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. 

The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American DepositaryShares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stocksplit declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmentalcharges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or (if applicable) Foreign Registrar and applicable to transfers of Shares tothe name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided inthe Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American DepositaryShares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement and (6) a fee for the distributionof proceeds of sales of securities 

 
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or rights pursuant to Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the feefor the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares receivedin exercise of rights distributed to them pursuant to Sections 4.02 or 4.04, respectively, of the Deposit Agreement, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of suchproceeds. 

The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates andin Receipts. 

 
 8.
PRE-RELEASE OF RECEIPTS. 

Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or itsagent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. 

The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights toreceive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the followingparagraph. 

The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the DepositAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be(a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be,(ii) assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares for the account of the Depositary until delivery of the same upon theDepositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or U.S. government securities, (c) terminable by the Depositary on not more than five (5) business days notice, and(d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releaseswill not normally exceed thirty percent (30%) of the American Depositary Shares outstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases);provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositarywill also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any one person on a case by case basis as it deems appropriate. The collateralreferred to in clause (b) above shall be held by the Depositary for the 

 
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benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute DepositedSecurities hereunder). 

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

 
 9.
TITLE TO RECEIPTS. 

It is a condition of this Receipt, and every successive holder and Owner of this Receipt by accepting or holding the same consents and agrees,that title to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument, provided, however, that the Depositary and the Company,notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining the person entitled to distribution of dividends orother distributions or to any notice provided for in the Deposit Agreement or for all other purposes. 

 
 10.
VALIDITY OF RECEIPT. 

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receiptshall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and suchReceipts are countersigned by the manual signature of a duly authorized officer of the Registrar. 

 
 11.
REPORTS; INSPECTION OF TRANSFER BOOKS. 

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports andinformation with the Securities and Exchange Commission (hereinafter called the “Commission”). Such reports and information are available for inspection and copying by Beneficial Owners and Owners at the public reference facilitiesmaintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549. 

The Depositary shall make available forinspection by Owners of Receipts at its Corporate Trust Office any reports, notices and other communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary, the Custodian or anominee of either as the holder of the Deposited Securities and (b) generally transmitted to the holders of such Deposited Securities by the Company. The Depositary shall also make available for inspection by Owners at its Corporate TrustOffice copies of reports, notices and communications furnished by the Company pursuant to the following paragraph. 

The Company willpromptly transmit to the Custodian English language versions of any reports, notices and other communications that are generally transmitted by the Company to holders of its Shares or other Deposited Securities, as well as English language versionsof the Company’s annual reports (including a description of operations and annual audited consolidated 

 
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financial statements prepared in conformity with Italian generally accepted accounting principles (“Italian GAAP”), together with a reconciliation of net earnings and stockholders’equity to United States generally accepted accounting principles) and semiannual reports (including unaudited semiannual consolidated financial information prepared in conformity with Italian GAAP). The Depositary will, at the Company’s expense(unless otherwise agreed in writing by the Company and the Depositary), arrange for the prompt transmittal by the Custodian to the Depositary of such notices, reports and other communications and arrange for the mailing, at the Company’sexpense (unless otherwise agreed in writing by the Company and the Depositary), of copies thereof (or if requested by the Company, a summary of any such notice provided by the Company) to all Owners or, at the request of the Company, make suchnotices, reports (other than the annual and semiannual reports described in the preceding sentence) and other communications available to all Owners on a basis similar to that for holders of Shares or other Deposited Securities, or on such otherbasis as the Company may advise the Depositary may be required by any applicable law, regulation or stock exchange requirement. The Company will timely provide the Depositary with the quantity of such notices, reports and other communications, asrequested by the Depositary from time to time, in order for the Depositary to effect such mailings. 

The Company has delivered to theDepositary and the Custodian a copy of the provisions of or governing the Shares and any other Deposited Securities issued by the Company or any affiliate of the Company, and promptly upon any amendment thereto or change therein, the Company shalldeliver to the Depositary and the Custodian a copy of such provisions as so amended or changed. The Depositary may rely upon such copy for all purposes of this Deposit Agreement. The Depositary will, at the expense of the Company (unless otherwiseagreed in writing by the Company and the Depositary), make such copy and such notices, reports and other communications available for inspection by Owners at the Depositary’s office, at the office of the Custodian and at any other designatedtransfer offices. 

When the Company makes available at its offices the financial statements upon which holders of the Shares are to voteat an annual general meeting of such holders, the Company shall promptly deliver to the Depositary and the Custodian a copy of such financial statements. Until the date of such annual general meeting, the Depositary shall, at the expense of theCompany (unless otherwise agreed in writing by the Company and the Depositary), make such copy of the financial statements available for inspection by Owners at the Depositary’s office, the office of the Custodian and any other designatedtransfer offices. 

The Depositary will keep books for the registration of Receipts and transfers which at all times shall be open forinspection by the Owners of Receipts provided that such inspection shall not be for the purpose of communicating with Owners of Receipts for an object other than the business of the Company, including, without limitation, a matter related to theDeposit Agreement or the Receipts. 

The Depositary may close the transfer books after consultation with the Company to the extentpracticable, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or at the request of the Company, provided that any such closing of the transfer books shall besubject to the provisions of Section 2.06 of the Deposit Agreement which limit the suspension of withdrawals of Shares. 

 
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 12.
DIVIDENDS AND DISTRIBUTIONS. 

Whenever the Depositary or on its behalf, its agent, receives any cash dividend or other cash distribution on any Deposited Securities, theDepositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to theDeposit Agreement, convert or will cause its agent to convert, as promptly as practicable after its receipt of such dividend or distribution (unless otherwise prohibited or prevented by law), such dividend or distribution into dollars and will, aspromptly as practicable, distribute the amount thus received (net of the expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement) to the Owners of Receipts entitled thereto, provided, however, thatin the event that the Company or an agent of the Company or the Depositary is required to withhold and does withhold from such cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amountdistributed to the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. 

Subject to the provisions of Section 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other thana distribution described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will, as promptly as practicable cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, in anymanner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitledthereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting suchdistribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Article 7 hereof andSection 5.09 of the Deposit Agreement and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash, all in the manner andsubject to the conditions set forth in the Deposit Agreement. 

If any distribution consists of a dividend in, or free distribution of,Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable to the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate number of American Depositary Sharesrepresenting the amount of Shares received as such dividend or free distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts,including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement.In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject tothe conditions set forth in the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

 
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In the event that the Depositary determines that any distribution in property other thancash (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property(including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale afterdeduction of such taxes or charges to the Owners of Receipts entitled thereto. 

In order to enable persons that are considered UnitedStates residents for purposes of the income tax convention between the United States and Italy in effect as of the date of this Deposit Agreement (the “Convention”) to obtain a refund of certain Italian withholding tax under theConvention, the Company shall provide prompt written notice (the “Dividend Notice”) to the Depositary of (i) the calling of any meeting of holders of Deposited Securities at which the Company expects the approval of a distribution tosuch holders that is subject to withholding tax refundable under the Convention, (ii) the date on which any such distribution approved at such meeting is proposed to be payable to owners of such Deposited Securities and (iii) the relateddate on which the Company (or, if applicable, a dividend paying agent for the Company) is expected to be required to pay to Italian governmental authorities or agencies the Italian withholding tax with respect to the portion of such distributionpaid to the Depositary (the “Withholding Repayment Date”). 

As promptly as practicable after receiving the Dividend Notice, theDepositary shall (i) provide the Owners with written notice (in the form and with the content agreed by the Company and the Depositary) of the requirements that Owners and Beneficial Owners must satisfy to receive under the Convention a refundof withholding tax with respect to the specified distribution (the “Refund Notice”) and (ii) shall use its reasonable best efforts to cause Owners of Receipts that are financial intermediaries, including The Depository Trust Company(“DTC”), to send the Refund Notice to their participants or customers for transmission to the Beneficial Owners of such Receipts. The Depositary shall also deliver with each check in payment of a portion of the distribution specified inthe Refund Notice (other than a check in payment of a refund of withholding tax under the Convention) a written reminder to the Owners (in the form agreed with the Company) of the procedures set forth in the Refund Notice. Such written reminder andthe Refund Notice shall state (among other requirements) that all certifications of entitlement to a refund of Italian withholding tax under the Convention (including each report of ownership by a financial intermediary) must be dated later than thedate of the Dividend Notice and that each such certification that is dated on or before the date of the Dividend Notice shall be treated as incomplete by the Depositary and the Company. 

In the case of each claim for a refund by a Beneficial Owner holding Receipts through a participant in DTC, the Depositary shall use itsreasonable best efforts to obtain confirmation from DTC that the ownership reported to the Depositary by each financial intermediary holding such Receipts on behalf of such Beneficial Owner corresponds to the ownership of such Receipts as recordedon the books of DTC. The Depositary shall deliver to the Company (or, if so instructed by the Company, to a dividend paying agent for the Company) all completed certifications of entitlement to a refund of Italian withholding tax under theConvention (including each report of ownership by a financial intermediary) that the Depositary receives on or before the day that is 30 days prior to the Withholding Repayment Date (the “Final Delivery

 
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Date”). The Depositary shall deliver such certifications to the Company (or if applicable, the dividend paying agent for the Company) (i) in the case of such certifications received bythe Depositary on or before the date that is 30 days after the dividend payment date (the “First Delivery Date”), as soon as practicable after the First Delivery Date and (ii) in the case of such certifications received by theDepositary after the First Delivery Date, at intervals agreed between the Company and the Depositary. The Depositary shall deliver as soon as practicable to each Beneficial Owner (i) all completed certifications of entitlement to a refund ofItalian withholding tax under the Convention (including each report of ownership by a financial intermediary) relating to such Beneficial Owner that the Depositary receives after the Final Delivery Date and (ii) all incomplete certifications ofsuch entitlement relating to such Beneficial Owner. 

If the Company determines in its reasonable judgment that the completedcertifications delivered to it (or if applicable, its dividend paying agent) by the Depositary on behalf of a Beneficial Owner satisfy the requirements for a refund of Italian withholding tax by the Company under the Convention and applicable law,the Company shall pay to the Depositary the amount to which such Beneficial Owner is entitled under the Convention (i) within 30 days after the First Delivery Date, if the completed certifications of such Beneficial Owner have been delivered tothe Depositary on or before the First Delivery Date and delivered to the Company in accordance with the preceding paragraph and (ii) as soon as practicable after such certifications have been delivered to the Company, if the completedcertifications of such Beneficial Owner have been delivered to the Depositary after the First Delivery Date. The Depositary shall convert such payments in accordance with the terms of Section 4.05 of the Deposit Agreement and shall distributesuch payments to the Owners entitled thereto in accordance with the provisions of this Agreement. 

The Depositary shall use reasonableefforts to make and maintain arrangements (in addition to or in substitution for the foregoing arrangements) enabling persons that are considered United States residents for purposes of applicable law to receive any rebates, tax credits or otherbenefits (pursuant to treaty or otherwise) relating to distributions on the American Depositary Shares to which such persons are entitled. The Company or its agent may take any steps necessary to obtain such benefits. 

Notwithstanding any other terms of the Deposit Agreement or the Receipt, absent the gross negligence or bad faith of, respectively, theDepositary and the Company, the Depositary and the Company assume no obligation, and shall not be subject to any liability, for the failure of any Owner or Beneficial Owner, or its agent or agents, to receive any tax benefit under applicable law ortax treaties. Neither the Depositary nor the Company shall be liable for any acts or omissions of any other party in connection with any attempts to obtain any such benefit, and Owners and Beneficial Owners hereby agree that each of them shall beconclusively bound by any deadline established by the Company and the Depositary in connection therewith. 

 
 13.
RIGHTS. 

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe foradditional Shares or any rights of any other nature, the Depositary, after consultation with the Company, shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such

 
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rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason it would be unlawful for the Depositaryeither to make such rights available to any Owners or to dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositarydetermines that it is lawful and feasible to make such rights available to all or certain Owners but not to other Owners, the Depositary may, and at the request of the Company shall, distribute to any Owner to whom it determines the distribution tobe lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate. 

In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments inorder to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will promptly make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Companyhas elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law. 

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Ownerpursuant to such warrants or other instruments to the Depositary from such Owners to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to bereceived upon the exercise of the rights, and upon payment of the fees of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase theShares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of theDeposit Agreement, and shall, pursuant to Section 2.03 of the Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to this paragraph, such Receipts shall be legended in accordance with applicableU.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws. 

If theDepositary determines that it is not lawful or feasible to make such rights available to all or certain Owners, it may, and at the request of the Company will use its best efforts that are reasonable under the circumstances to, sell the rights,warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available. In each such instance, (a) the Depositary shallsolicit a bid for all such rights, warrants or other instruments from each of at least five firms that regularly participate in the international securities markets and that are registered as brokers or dealers in Italy or the United Kingdom and(b) after soliciting such bids, the Depositary shall (i) inform Mr. Pasquale Natuzzi, Mrs. Annuziata Natuzzi and Miss Anna Maria Natuzzi of the identity of the highest bidder responding to such solicitation (if any) and(ii) offer all such rights, warrants or other instruments to Mr. Pasquale Natuzzi, Mrs. Annuziata Natuzzi and Miss Anna Maria Natuzzi (acting as a group) at a price equal to the bid of such highest bidder (or if the Depositaryshall obtain no bids in response to its solicitation, at such price as Mr. Natuzzi, Mrs. Natuzzi, Miss Natuzzi and Gemina Investments, S.A. (acting as a group) shall bid). 

 
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The Depositary shall allocate the net proceeds of such sales (net of the fees of the Depositary as provided in Section 5.09 of the Deposit Agreement, any expenses in connection with suchsale and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments,upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise. Such proceeds shall be distributed as promptly as practicable inaccordance with Section 4.01 of the Deposit Agreement. 

If a registration statement under the Securities Act of 1933 is required withrespect to the securities to which any rights relate in order for the Company to offer such rights to Owner and sell the securities represented by such rights, the Depositary will not offer such rights to Owners having an address in the UnitedStates (as defined in Regulation S) unless and until such a registration statement is in effect, or unless the offering and sale of such securities and such rights to such Owners are exempt from registration under the provisions of such Act. 

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Ownersin general or any Owner in particular. 

 
 14.
CONVERSION OF FOREIGN CURRENCY. 

Whenever the Depositary shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale ofsecurities, property or rights, and if at the time of the receipt thereof the foreign currency so received can, pursuant to applicable law, be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States,the Depositary shall convert or cause to be converted as promptly as practicable, by sale or in any other manner that it may determine in accordance with applicable law, such Foreign Currency into Dollars. If, at the time of conversion of suchForeign Currency into Dollars, such Dollars can, pursuant to applicable law, be transferred outside of Italy for distribution to Owners entitled thereto, such Dollars shall be distributed as promptly as practicable to the Owners entitled thereto or,if the Depositary shall have distributed any rights, warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation. Suchdistribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expensesof conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement 

If such conversion ordistribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file as promptly as practicable such application for approval or license; however, the Depositary shall be entitled to rely uponItalian local counsel in such matters, which counsel shall be instructed to act as promptly as possible. 

If at any time foreign currencyreceived by the Depositary is not, pursuant to applicable law, convertible, in whole or in part, into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversionis denied or in the opinion of the Depositary cannot be promptly obtained, the Depositary shall, 

 
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(a) as to that portion of the foreign currency that is convertible into Dollars, make such conversion and, if permitted by applicable law, transfer such Dollars to the United States fordistribution to Owners in accordance with the first paragraph of this Article 13 and (b) as to the nonconvertible balance, if any, (i) if requested in writing by an owner, distribute or cause the Custodian to distribute the foreigncurrency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary or Custodian to such Owner and (ii) the Depositary shall hold or shall cause the Custodian to hold any amounts ofnonconvertible foreign currency not distributed pursuant to the immediate preceding subclause (i) uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same. 

 
 15.
RECORD DATES. 

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or wheneverrights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receivenotice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall fix a record date, which date shall, to the extent practicable, be either (x) the same date as the record date fixed by the Company, or (y) ifdifferent from the record date fixed by the Company, be fixed after consultation with the Company (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the netproceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at, and to attend (without voting or speaking), any such meeting, or (b) on or after which each American Depositary Share will representthe changed number of Shares, subject to the provisions of the Deposit Agreement. 

 
 16.
VOTING OF DEPOSITED SECURITIES AND ATTENDANCE AT MEETINGS. 

As soon as practicable after receipt of notice of any meeting or solicitation of proxies of holders of Shares or other Deposited Securities,if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) suchinformation as is contained in such notice of meeting (or, if requested by the Company a summary of such information provided by the Company), (b) a statement that the Owners of Receipts as of the close of business on a specified record date (the“Specified Record Date”) will be entitled, subject to any applicable provisions of Italian law and of the Articles of Association of the Company (which provisions, if any, shall be summarized in such notice to the extent that suchprovisions are material), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares, (c) a statementas to the manner in which such instructions may be given, (d) a statement that Beneficial Owners on the Specified Record Date may attend, but not vote or speak at, such meeting and (e) a statement as to the manner in which such BeneficialOwners may request from the Depositary an admission ticket for such meeting. Upon the written request of an Owner of a Receipt on the Specified Record Date, received on or before the date established by the Depositary for such purpose, theDepositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities 

 
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represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any votingdiscretion over any Deposited Securities. Upon the written request of an Owner (or if DTC is the Owner, a participant in DTC’s book-entry system) on behalf of a Beneficial Owner on the Specified Record Date, received on or before the dateestablished by the Depositary for such purpose, the Depositary shall (a) as early as practicable prior to such meeting issue to such Beneficial Owner an admission ticket (in the form provided by the Company) for such meeting and (b) notifythe Company of the identity of such Beneficial Owner as promptly as practicable thereafter (but in any case at least two Business Days prior to such meeting). 

Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby arelisted, the Depositary shall if requested by the Company deliver, at least two Business Days prior to the date of such meeting, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance withwhich the Depositary will vote, or cause to be voted, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipts at such meeting. Delivery of instructions will be made at the expense of the Company (unlessotherwise agreed in writing by the Company and the Depositary). 

 
 17.
CHANGES AFFECTING DEPOSITED SECURITIES. 

In circumstances where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in nominal value, change inpar value split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or towhich it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, andAmerican Depositary Shares shall thenceforth represent the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may, and shall ifthe Company shall so request, execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

 
 18.
LIABILITY OF THE COMPANY AND DEPOSITARY. 

Neither the Depositary nor the Company shall incur any liability to any Owner or Beneficial Owner, if by reason of any provision of anypresent or future law or regulation of the United States or any other country, or of any other governmental or regulatory authority, or by reason of any provision, present or future, of the Articles of Association of the Company, or by reason of anyact of God or war or other circumstances beyond its control, the Depositary or the Company shall be prevented or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms ofthe Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company incur any liability to any Owner or Beneficial Owner of a Receipt by reason of any non-performance ordelay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to

 
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exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering ordistribution pursuant to Section 4.04 of the Deposit Agreement, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and makethe net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes any obligation or shall be subject toany liability under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not besubject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect ofany Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and theCustodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it inreliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice orinformation. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any suchaction or nonaction is in good faith. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising whollyafter the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. TheCompany agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to the reasonable fees and expenses ofcounsel) which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary ora Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, and except to the extent that such liability or expense arises out ofinformation relating to the Depositary or the Custodian, as applicable, furnished in writing to the Company by the Depositary or the Custodian, as applicable, expressly for use in any registration statement, proxy statement, prospectus (or placementmemorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the Shares, or omissions from such information; or (ii) by the Company or any of its directors, employees, agents and affiliates. The indemnities containedin this paragraph shall not extend to any liability or expense which may arise out of any Pre-Release.

No disclaimer of liability under the Securities Act of 1933 is intended by any provisions of the Deposit Agreement. 

The Depositary, subject to Sections 2.05 and 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company and itsaffiliates and in Receipts. 

 
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 19.
RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. 

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, suchresignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal,effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts todo so, it may appoint a substitute or additional custodian or custodians. 

 
 20.
AMENDMENT. 

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between theCompany and the Depositary in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees and cable, telex or facsimiletransmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of thirty daysafter notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to suchamendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby except inorder to comply with mandatory provisions of applicable law. 

 
 21.
TERMINATION OF DEPOSIT AGREEMENT 

The Depositary at any time, at the direction of the Company, shall terminate the Deposit Agreement by mailing notice of such termination tothe Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Ownersof all Receipts then outstanding, such termination to be effective on a date specified in such notice not less than 30 days after the date thereof, if at any time 60 days shall have expired after the Depositary shall have delivered to the Company awritten notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon(a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.05 of the Deposit Agreement, and (c) payment of anyapplicable taxes or governmental charges, be entitled to delivery, to the Owner or upon the Owner’s order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shallremain outstanding after the date of termination, the Depositary thereafter 

 
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shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further actsunder the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver DepositedSecurities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, thefee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any timeafter the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cashthen held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary withrespect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of theDepositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges) and except as provided inSection 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification,charges, and expenses. 

 
 22.
DISCLOSURE OF INTERESTS. 

To the extent that provisions of or governing any Deposited Securities (including the Company’s Articles of Association or applicablelaw) may require the disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit suchownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation, and Owners and Beneficial Owners shall comply withall such disclosure requirements and ownership limitations and shall cooperate with the Depositary’s compliance with such Company instructions. 

 
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