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Exhibit 2.1

Execution Copy

DEPOSIT AGREEMENT

by and among TNT POST GROUP N.V.AND CITIBANK, N.A.,
as Depositary,
AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER

Dated
as of June 15,1998

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TABLE OF CONTENTS



|            |  |                                                                                                                            |  |                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|ARTICLE I   |  | DEFINITIONS                                                                                                               
|ARTICLE II  |  | APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
|            |  | SECTION 2.1                                                                                                                |  | Appointment of Depositary                                                                                
|            |  | SECTION 2.2                                                                                                                |  | Form and Transferability of Receipts                                                                     
|            |  | SECTION 2.3                                                                                                                |  | Deposit with Custodian                                                                                   
|            |  | SECTION 2.4                                                                                                                |  | Registration of Shares                                                                                   
|            |  | SECTION 2.5                                                                                                                |  | Execution and Delivery of Receipts                                                                       
|            |  | SECTION 2.6                                                                                                                |  | Transfer of Receipts; Combination and Split-up of Receipts                                               
|            |  | SECTION 2.7                                                                                                                |  | Surrender of Receipts and Withdrawal of Deposited Securities                                             
|            |  | SECTION 2.8                                                                                                                |  | Limitations on Execution and Delivery, Transfer, etc, of Receipts; Suspension of Delivery, Transfer, etc.
|            |  | SECTION 2.9                                                                                                                |  | Lost Receipts, etc.                                                                                      
|            |  | SECTION 2.10                                                                                                               |  | Cancellation and Destruction of Surrendered Receipts; Maintenance of Records                             
|            |  | SECTION 2.11                                                                                                               |  | Partial Entitlement ADSs                                                                                 
|ARTICLE III |  | CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS                                                          
|            |  | SECTION 3.1                                                                                                                |  | Proofs, Certificates and Other Information                                                               
|            |  | SECTION 3.2                                                                                                                |  | Liability for Taxes and Other Charges                                                                    
|            |  | SECTION 3.3                                                                                                                |  | Representations and Warranties on Deposit of Shares                                                      
|            |  | SECTION 3.4                                                                                                                |  | Compliance with Information Requests                                                                     
|            |  | SECTION 3.5                                                                                                                |  | Ownership Restrictions                                                                                   
|ARTICLE IV  |  | THE DEPOSITED SECURITIES                                                                                                  
|            |  | SECTION 4.1                                                                                                                |  | Cash Distributions                                                                                       
|            |  | SECTION 4.2                                                                                                                |  | Distribution in Shares                                                                                   
|            |  | SECTION 4.3                                                                                                                |  | Elective Distributions in Cash or Shares                                                                 
|            |  | SECTION 4.4                                                                                                                |  | Distribution of Rights                                                                                   
|            |  | SECTION 4.5                                                                                                                |  | Distributions Other Than Cash, Shares or Rights                                                          
|            |  | SECTION 4.6                                                                                                                |  | Distributions with Respect to Deposited Securities in Bearer Form                                        
|            |  | SECTION 4.7                                                                                                                |  | Redemption                                                                                               
|            |  | SECTION 4.8                                                                                                                |  | Conversion of Foreign Currency                                                                           
|            |  | SECTION 4.9                                                                                                                |  | Fixing of Record Date                                                                                    
|            |  | SECTION 4.10                                                                                                               |  | Voting of Deposited Securities                                                                           
|            |  | SECTION 4.11                                                                                                               |  | Changes Affecting Deposited Securities                                                                   
|            |  | SECTION 4.12                                                                                                               |  | Available Information                                                                                    
|            |  | SECTION 4.13                                                                                                               |  | Reports                                                                                                  

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|            |  | SECTION 4.14                                  |  | List of Holders                                                               
|----------- |  | --------------------------------------------- |  | ------------------------------------------------------------------------------
|            |  | SECTION 4.15                                  |  | Taxation                                                                      
|ARTICLE V   |  | THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
|            |  | SECTION 5.1                                   |  | Maintenance of Office and Transfer Books by the Registrar                     
|            |  | SECTION 5.2                                   |  | Exoneration                                                                   
|            |  | SECTION 5.3                                   |  | Standard of Care                                                              
|            |  | SECTION 5.4                                   |  | Resignation and Removal of the Depositary; Appointment of Successor Depositary
|            |  | SECTION 5.5                                   |  | The Custodian                                                                 
|            |  | SECTION 5.6                                   |  | Notices and Reports                                                           
|            |  | SECTION 5.7                                   |  | Issuance of Additional Shares, ADSs, etc                                      
|            |  | SECTION 5.8                                   |  | Indemnification                                                               
|            |  | SECTION 5.9                                   |  | Fees and Charges of Depositary                                                
|            |  | SECTION 5.10                                  |  | Pre-Release                                                                   
|ARTICLE VI  |  | AMENDMENT AND TERMINATION                    
|            |  | SECTION 6.1                                   |  | Amendment/Supplement                                                          
|            |  | SECTION 6.2                                   |  | Termination                                                                   
|ARTICLE VII |  | MISCELLANEOUS                                
|            |  | SECTION 7.1                                   |  | Counterparts                                                                  
|            |  | SECTION 7.2                                   |  | No Third-Party Beneficiaries                                                  
|            |  | SECTION 7.3                                   |  | Severability                                                                  
|            |  | SECTION 7.4                                   |  | Holders and Beneficial Owners as Parties; Binding Effect                      
|            |  | SECTION 7.5                                   |  | Notices                                                                       
|            |  | SECTION 7.6                                   |  | Governing Law and Jurisdiction                                                
|            |  | SECTION 7.7                                   |  | Assignment                                                                    
|            |  | SECTION 7.8                                   |  | Compliance with U.S. Securities Laws                                          
|            |  | SECTION 7.9                                   |  | Titles                                                                        
|EXHIBIT A   |  | Form of Receipt                              
|EXHIBIT B   |  | Fees Schedule                                

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DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of June 15,1998, by and
among (i) TNT Post Group N.V., a company incorporated under the laws of The Netherlands, and its successors (the "Company"), (ii) CITIBANK, N.A., a national banking association organized
under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the "Depositary"), and (iii) all Holders and Beneficial Owners of
American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

W I T N E S S E T H  T H A T:

WHEREAS, the Company has duly authorized and has outstanding ordinary shares, nominal value one Guilder each
(the "Shares") which are listed for trading on the Amsterdam Stock Exchange; and

WHEREAS, the Company desires to establish with the Depositary an ADR facility to provide for the deposit of the Shares and the creation
of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing such American Depositary Shares; and

WHEREAS, the Depositary is willing to act as the Depositary for such facility upon the terms set forth in this Deposit Agreement; and

WHEREAS, the American Depositary Receipts evidencing the American Depositary Shares issued pursuant to the terms of this Deposit
Agreement are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and

WHEREAS, the American Depositary Shares to be issued pursuant to the terms of this Deposit Agreement are to be listed on The New York
Stock Exchange, Inc.; and

WHEREAS, the Board of Directors of the Company (or an authorized committee thereof) has duly approved the establishment of an ADR
facility upon the terms set forth in this Deposit Agreement, the execution and delivery of this Deposit Agreement on behalf of the Company, and the actions of the Company and the transactions
contemplated herein.

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

ARTICLE I    DEFINITIONS

All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:

"Affiliate" shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C
promulgated under the Securities Act (as hereinafter defined).

"American Depositary Share(s)" and "ADS(s)" American Depositary Shares(s) shall mean,
with respect to any American Depositary Receipt, the rights and interests in the Deposited Securities granted to the Holders and Beneficial Owners pursuant to the terms and conditions of this Deposit
Agreement and the American Depositary Receipts issued hereunder. Each American Depositary Share shall represent one Share, until there shall occur a distribution upon Deposited Securities referred to
in Section 4.2 or a change in Deposited Securities referred to in Section 4.11 with respect to which additional American Depositary Receipts are not executed and delivered, and
thereafter each American Depositary Share shall represent the Shares or Deposited Securities specified in such Sections.

"ADS Record Date" shall have the meaning given to such term in Section 4.9.

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"Beneficial Owner" shall mean as to any ADS, any person or entity having a beneficial interest deriving from the ownership of such ADS.
A Beneficial Owner may or may not be the Holder of the ADR evidencing such ADSs. A Beneficial Owner shall be able to exercise any right or receive any benefit
hereunder solely through the person who is the Holder of the ADR(s) evidencing the ADSs owned by such Beneficial Owner.

"Business Day" shall mean any day on which both the banks in Amsterdam, The Netherlands and the banks in New York are open for
business.

"Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United
States.

"Company" shall mean TNT Post Group N.V., a company incorporated and existing under the laws of The Netherlands, and its successors.

"Custodian" shall mean, as of the date hereof, either of ING Bank N.V., having its statutory seat at Strawinskylaan 2631, 1077 zz
Amsterdam, The Netherlands and having its principal office at Bijlmerplein 888, 1102 MG Amsterdam, The Netherlands or Citibank N.A., Amsterdam, having its principal office at Europlaza, Hoogoordreef
54B, 1101 B.E., Amsterdam Z.O., The Netherlands, as the custodian for the purposes of this Deposit Agreement, and any other firm or corporation which may be appointed by the Depositary pursuant to the
terms of Section 5.5 as a successor or an additional custodian or custodians hereunder, as the context shall require. The term "Custodians" shall mean all custodians, collectively.

"Deliver" and "Delivery" shall mean, when used in respect of American Depositary
Shares, Receipts, Deposited Securities and Shares, the physical delivery of the certificate representing such security, or the electronic delivery of such security by means of book-entry
transfer, if available.

"Deposit Agreement" shall mean this Deposit Agreement and all exhibits hereto, as the same may from time to time be amended and
supplemented in accordance with the terms hereof.

"Depositary" shall mean Citibank, N.A., a national banking association organized under the laws of the United States of America, in its
capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder.

"Deposited Securities" shall mean Shares at any time deposited under this Deposit Agreement and any and all other securities, property
and cash held by the Depositary or the Custodian in respect thereof, subject, in the case of cash, to the provisions of Section 4.8. The collateral delivered in connection with
Pre-Release Transactions described in Section 5.10 hereof shall not constitute Deposited Securities.

"Dollars" and "$" shall refer to the lawful currency of the United States.

"DTC" shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement system for
securities traded in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined) maintained in DTC, and any successor thereto.

"DTC Participant" shall mean any financial institution (or any nominee of such institution) having one or more participant accounts
with DTC for receiving, holding and delivering the securities and cash held in DTC.

"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as from time to time amended.

"Foreign Currency" shall mean currency other than Dollars.

"Guilders" shall refer to the lawful currency of The Netherlands.

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"Holder" shall mean the person in whose name a Receipt is registered on the books of the Depositary (or the Registrar, if any)
maintained for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADSs evidenced by the Receipt registered in its name, such person shall be
deemed to have all requisite authority to act on behalf of the Beneficial Owners of such ADSs.

"NECIGEF" shall mean The Netherlands Central Institute for Giro Securities(Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V.), which provides the book-entry settlement system in The Netherlands, or any successor entity thereto.

"Netherlands" or "The Netherlands" means the State of The Netherlands.

"Pre-Release" shall have the meaning set forth in Section 5.10 hereof.

"Principal Office" when used with respect to the Depositary, shall mean the principal office of the Depositary at which at any
particular time its depositary receipts business shall be administered, which, at the date of this Deposit Agreement, is located at 111 Wall Street, New York, New York 10043, U.S.A.

"Receipt(s)"; "American Depositary Receipt(s)" and
"ADR(s)" shall mean the certificate(s) issued by the Depositary evidencing the American Depositary Shares issued under the terms of this Deposit
Agreement, as such Receipts may be amended from time to time in accordance with the provisions of this Deposit Agreement. A Receipt may evidence any number of American Depositary Shares and may, in
the case of American Depositary Shares held through a central depository such as DTC, be in the form of a "Balance Certificate."

"Registrar" shall mean the Depositary or, with the approval of the Company, any bank or trust company having an office in the Borough
of Manhattan, The City of New York, which shall be appointed by the Depositary to register ownership of Receipts and transfers of Receipts as herein provided, and shall include any
co-registrar appointed by the Depositary, with the approval of the Company, for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the
Depositary with the approval of the Company. Each Registrar (other than the Depositary) appointed pursuant to this Deposit Agreement shall be required to give notice in writing to the Depositary
accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

"Restricted Securities" shall mean Shares, or American Depositary Shares representing such Shares, which are either (i) acquired
directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and subject to resale limitations under the Securities Act
or the rules issued thereunder, or (ii) held by an officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) subject to other restrictions
on sale or deposit under the laws of the United States, The Netherlands, or under a shareholder agreement or the Articles of Association of the Company or under the regulations of an applicable
securities exchange unless, in each case, such Shares are being sold to persons other than an Affiliate of the Company in a transaction (i) covered by an effective resale registration statement
or (ii) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares are not, when held by such persons, Restricted Securities.

"Securities Act" shall mean the United States Securities Act of 1933, as from time to time amended.

"Shares" shall mean the Company's ordinary shares, nominal value one Guilder per share, validly issued and outstanding and fully paid
and may, if the Depositary so agrees after consultation with the Company, include evidence of the right to receive Shares; provided that in no event shall Shares include evidence of the right to
receive Shares with respect to which the full purchase price has not been paid or Shares as to which preemptive rights have theretofore not been validly waived or

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exercised; provided further, however, that, if there shall occur any change in nominal value, split-up, consolidation, reclassification, conversion or any other event described in
Section 4.8, in respect of the Shares of the Company, the term "Shares" shall thereafter, to the extent permitted by law, represent the successor securities resulting from such change in
nominal value, split-up, consolidation, exchange, conversion, reclassification or event.

"United States" shall have the meaning assigned to it under Regulation S under the Securities Act.

ARTICLE II    APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;  DEPOSIT OF SHARES; EXECUTION AND DELIVERY,  TRANSFER AND SURRENDER OF RECEIPTS

SECTION
2.1Appointment of Depositary.The Company hereby appoints the Depositary as depositary for the
Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. Each Holder and each Beneficial Owner, upon acceptance of
any ADSs (or any interest therein) issued in accordance with the terms of this Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of this Deposit
Agreement and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act
on its behalf and to take any and all actions contemplated in this Deposit Agreement, to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary
in its sole discretion may deem necessary or appropriate to carry out the purposes of this Deposit Agreement (the taking of such actions to be the conclusive determinant of the necessity and
appropriateness thereof).

SECTION
2.2Form and Transferability of Receipts.

(a)Form. American Depositary Shares shall be evidenced by definitive Receipts which shall be printed or lithographed or shall be in
such other form as may be agreed upon by the Company and the Depositary, and in any event 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. Receipts shall be executed and dated by the Depositary by the manual signature of a duly authorized officer of the
Depositary; provided, however, that the signature of such officer of the Depositary may be a facsimile if such Receipts are countersigned by the manual signature of a duly authorized employee of the
Registrar and dated by such employee. No Receipt and no American Depositary Share evidenced thereby shall be entitled to any benefits under this Deposit Agreement or be valid or enforceable for any
purpose, unless such Receipt shall have been executed by the manual signature of a duly authorized officer of the Depositary or the Registrar, and such execution of any Receipt by manual signature
shall be conclusive evidence, and the only evidence, that such Receipt has been duly executed and delivered hereunder. The Registrar shall maintain separate books in which is registered each Receipt
evidencing American Depositary Shares so executed and delivered and the transfer of each American Depositary Receipt. Receipts bearing the facsimile signature of a duly authorized officer of the
Depositary, who was at the time of signature a proper officer of the Depositary, shall bind the Depositary, notwithstanding the fact that such officer has ceased to hold such office prior to the
execution of such Receipt or the delivery of such Receipt. The Receipts shall bear a CUSIP number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts
previously or subsequently issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company which are not Receipts issued hereunder.

(b)Legends. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Deposit Agreement as (i) may be necessary to enable the Depositary to perform its obligations hereunder, (ii) may be required to comply with any
applicable law or regulations, or with the rules and regulations of any securities

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exchange or market upon which American Depositary Shares may be traded, listed or quoted or to conform with any usage with respect thereto, (iii) as may be necessary to indicate any special
limitations or restrictions to which any particular Receipts or American Depositary Shares are subject by reason of the date of issuance of the Deposited Securities, or (iv) may be required by
any book-entry system in which the ADRs are held.

(c)Title. Subject to the limitations contained herein and in the Receipt, title to a Receipt (and to each American Depositary Share
evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the
laws of the State of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may deem and treat the Holder of a Receipt (that is, the person in whose name a
Receipt is registered on the books of the Depositary) as the absolute owner thereof for all purposes, and the Depositary shall have no obligation or be subject to any liability under this Deposit
Agreement to any holder of a Receipt or any beneficial owner unless such holder is the registered Holder of such Receipt on the books of the Depositary or, in the case of a Beneficial Owner, such
Beneficial Owner or the Beneficial Owner's representative is the Holder registered on the books of the Depositary.

(d)Book-Entry Systems. The Depositary shall make arrangements for the acceptance of the American Depositary Shares into
DTC. A single ADR in the form of a "Balance Certificate" will evidence all ADSs held through DTC and will be registered in the name of the nominee for DTC (currently "Cede & Co."). As such, the
nominee for DTC will be the only "Holder" of the ADR evidencing all ADSs held through DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants
to exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial
Owners of the ADSs held in the DTC Participants' respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC
Participants on behalf of Beneficial Owners of ADSs. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADR registered in the name of
the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their
nominees).

SECTION
2.3Deposit with Custodian.Subject to the terms and conditions of this Deposit Agreement and
applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject,
however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, by
Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at NECIGEF (A) such certifications
and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way
of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (B) if the Depositary so requires, a written order directing the
Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the
Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the
rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an
agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the
Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement
as shall be

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satisfactory to the Depositary or the Custodian. Any person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other
provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor
(b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to
fractional ADSs. No Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that
all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of The Netherlands and any necessary approval has been granted by any
governmental body in The Netherlands, if any, which is then performing the function of the regulator of currency exchange. The Depositary may issue Receipts against evidence of rights to receive
Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.
Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof.

At
the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been
electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and
evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

SECTION
2.4Registration of Shares.The Depositary shall instruct the Custodian upon each delivery of
Shares being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with the other documents above specified, to promptly notify the
Depositary of such deposit and the person or persons to whom or upon whose written order an ADR or ADRs are deliverable with respect to such deposit. Deposited Securities shall be held by the
Depositary or by a Custodian for the account and to the order of the Depositary or a nominee in each case on behalf of the Holders and Beneficial Owners, at such place or places as the Depositary or
the Custodian shall determine.

Without
limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be
registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other
Deposited Securities, or any Shares or Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company.

SECTION
2.5Execution and Delivery of Receipts.The Depositary has made arrangements with the Custodian
to confirm to the Depositary (i) that a deposit of Shares has been made pursuant to Section 2.3 hereof, (ii) that transfer of such Shares has been made to the securities account
of the Custodian maintained at NECIGEF, (iii) that all required documents have been received, and (iv) the person or persons to whom or upon whose written order American Depositary
Shares are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and
expense of the person making the deposit, if such person should so request by facsimile or other means of electronic transmission. Upon receiving such notice from such Custodian, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall issue the American Depositary Shares representing the Shares so deposited to or upon the order of the person(s) named in the notice
delivered to the Depositary and shall execute and deliver a Receipt or Receipts registered in the name or names requested by such person(s) and evidencing the aggregate number of American Depositary
Shares to which such person(s) are entitled, but only upon payment to the Depositary of the charges of the Depositary for making a deposit and the issuance of American Depositary Shares and execution
and delivery of such Receipt or Receipts (as set forth in Section 5.9 and Exhibit B hereto) and all taxes and

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governmental charges and fees payable in connection with such deposit and the transfer of the Shares and the issuance of the Receipt or Receipts. The Depositary shall only issue American Depositary
Shares in whole numbers and deliver American Depositary Receipts evidencing whole numbers of American Depositary Shares. Nothing herein shall prohibit any Pre-Release Transaction upon the
terms set forth in this Deposit Agreement.

SECTION
2.6Transfer of Receipts; Combination and Split-up of Receipts.

(a) Transfer. The Registrar, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its
books upon surrender at the Principal Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney, properly endorsed or accompanied by proper instruments of
transfer (including signature guarantees in accordance with standard industry practice) and duly stamped as may be required by the laws of the State of New York and of the United States of America.
Subject to the terms and conditions of this Deposit Agreement, including payment of the applicable fees and charges of the Depositary set forth in Section 5.9 and Exhibit B hereto, the
Depositary shall execute (and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign) a new Receipt or Receipts and deliver the same to or upon the order of the
person entitled thereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered.

(b)Combination & Split-up. The Depositary, subject to the terms and conditions of this Deposit Agreement shall,
upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the applicable fees and
charges set forth in Section 5.9 and Exhibit B hereto, execute and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign and deliver a new Receipt or
Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

(c)Co-Transfer Agents. The Depositary may, with the approval of the Company, appoint one or more co-transfer
agents for the purpose of effecting transfers, combinations and split-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 authority and compliance with applicable laws and other requirements by Holders or persons entitled to such Receipts and will be entitled to
protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary with the approval of the Company. Each
co-transfer agent appointed under this Section 2.6 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by
the applicable terms of this Deposit Agreement.

SECTION
2.7Surrender of Receipts and Withdrawal of Deposited Securities.Upon surrender, at the
Principal Office of the Depositary, of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees and charges of
the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (as set forth in Section 5.9 and Exhibit B hereof) and (ii) all applicable taxes
and governmental charges payable in connection with such surrender and withdrawal, and subject to the terms and conditions of this Deposit Agreement, the Company's Articles of Association,
Section 7.8 hereof and any other provisions of or governing the Deposited Securities and other applicable laws, the Holder of such American Depositary Shares shall be entitled to Delivery, to
him or upon his order to a specified account in NECIGEF or, if for any reason delivery by such means is not available by physical delivery at the designated office of the Custodian of the Deposited
Securities at the time represented by the American Depositary Shares so surrendered. American Depositary Shares may be surrendered for the purpose of withdrawing Deposited Securities by delivery of a
Receipt evidencing such American Depositary Shares (if held in registered form) or by book-entry delivery to a specified account in DTC of such American Depositary Shares to the
Depositary.

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A Receipt surrendered for such purposes shall, if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the
Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or
upon the written order of a
person or persons designated in such order. Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) to a specified account in NECIGEF or, if for any reason
delivery by such means is not available, by physical delivery at the designated office of the Custodian, subject to Sections 2.8, 3.1, 3.2, 5.9, and to the other terms and conditions of this Deposit
Agreement, to the Articles of Association of the Company, and the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect, to or upon the written order of
the person or persons designated in the order delivered to the Depositary as provided above, evidence of the electronic transfer (if available) of the Deposited Securities represented by such American
Depositary Shares. If electronic transfer is unavailable for the Shares or any other securities, property or cash to which the Holder is entitled, physical delivery may be made by the delivery of the
securities, property or cash for which electronic delivery is unavailable, together with any certificate or other proper documents of or relating to title of such securities, property or cash. The
Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such
American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

The
Depositary shall not accept for surrender a Receipt evidencing American Depositary Shares representing less than one Share. The Depositary may, in its discretion, refuse to accept
for surrender a number of American Depositary Shares representing a number other than a whole number of Shares. In the case of surrender of a Receipt evidencing a number of American Depositary Shares
representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the
discretion of the Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional
Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and
expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the Receipt.

At
the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent
permitted by law) any cash or other property (other than securities) held in respect of, and any certificate or certificates and other proper documents of or relating to title to, the Deposited
Securities represented by such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at
the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

SECTION
2.8Limitations on Execution and Delivery, Transfer, etc, of Receipts; Suspension of Delivery, Transfer,
etc.

(a) Additional Requirements. As a condition precedent to the execution and delivery, registration, registration of transfer,
split-up, combination or surrender of any Receipt, the delivery of any
distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or 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 or charge and fee with respect to Shares
being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B hereof, (ii) the production of proof
reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 hereof and

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(iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of Receipts or American Depositary Shares or to the withdrawal of Deposited
Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement and applicable law.

(b)Additional Limitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be
suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of
transfers of Receipts generally may be suspended, during any period when the transfer books of the Company, the Depositary or a Registrar are closed or if any such action is deemed necessary or
advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities
exchange on which the Receipts or Shares are listed, or under any provision of this Deposit Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the
Company or for any other reason, subject, in all cases, to Section 7.8 hereof.

(c)Regulatory Restrictions. Notwithstanding any provision of this Deposit Agreement or the Receipts to the contrary, the surrender of
outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended or refused, except as permitted in General Instruction I.A.(1) to Form F-6 (as
such instructions may be amended from time to time) in connection with (i) temporary delays caused by closing transfer books of the Depositary or the Company or the deposit of Shares in
connection with voting at a shareholders' 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 of the Deposited Securities.

SECTION
2.9Lost 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 at the expense of the Holder (a) in the case of a mutilated Receipt, in exchange of and substitution for such mutilated Receipt
upon cancellation thereof, or (b) in lieu of and in substitution for such destroyed, lost, or stolen Receipt, after the Holder thereof (i) has submitted to the Depositary a written
request for such exchange and substitution before the Depositary has notice that the Receipt has been acquired by abona fidepurchaser, (ii) has
provided such security or indemnity (including an indemnity bond) as may be
required by the Depositary to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed by the Depositary, including, without limitation,
evidence satisfactory to the Depositary of such destruction, loss or theft of such Receipt, the authenticity thereof and the Holder's ownership thereof.

SECTION
2.10Cancellation and Destruction of Surrendered Receipts; Maintenance of Records.All Receipts
surrendered to the Depositary shall be canceled by the Depositary. The Depositary is authorized to destroy Receipts so canceled, provided the Depositary maintains a record of all destroyed Receipts.

SECTION
2.11Partial Entitlement ADSs.In the event any Shares are deposited which entitle the holders
thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit (the Shares then on deposit collectively, "Full Entitlement Shares"
and the Shares with different entitlement, "Partial Entitlement Shares"), the Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct from Full
Entitlement Shares, and (ii) subject to the terms of this Agreement, issue ADSs and deliver ADRs representing Partial Entitlement Shares which are separate and distinct from the ADSs and ADRs
representing Full Entitlement Shares, by means of separate CUSIP numbering and legending (if necessary) ("Partial Entitlement ADSs/ADRs" and "Full Entitlement ADSs/ADRs," respectively). When Partial
Entitlement Shares become Full Entitlement Shares, the Depositary shall (a) cause the Custodian to transfer the Partial Entitlement Shares into the account of the Full Entitlement Shares,
(b) take such actions as are necessary to remove the distinctions between (i) the Partial Entitlement ADRs and ADSs, on the one

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hand, and (ii) the Full Entitlement ADRs and ADSs on the other and (c) give notice thereof to Holders of Partial Entitlement ADSs and give Holders of Partial Entitlement ADRs the
opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs. Holders and Beneficial Owners of Partial Entitlement ADSs shall only be entitled to the entitlement of Partial
Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the entitlements of Full Entitlement Shares. All provisions and conditions of this Agreement shall
apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs and ADSs, except as contemplated by this Section 2.11. The Depositary is authorized to take any and all
other actions as may be necessary (including, without limitation, making the necessary notations on Receipts) to give effect to the terms of this Section 2.11. The Company agrees to give timely
written notice to the Depositary if any Shares issued or to be issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling the identification of
Partial Entitlement Shares upon Delivery to the Custodian.

ARTICLE III    CERTAIN OBLIGATIONS OF HOLDERS AND  BENEFICIAL OWNERS OF RECEIPTS

SECTION
3.1Proofs, Certificates and Other Information.Any person presenting Shares for deposit, any
Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence,
taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable
laws and the terms of this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and
warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of
the Company or of the appointed agent of the Company for the registration and transfer of Shares) as the Depositary or the Custodian may reasonably deem necessary or proper or as the Company may
reasonably require by written request to the Depositary consistent with its obligations hereunder. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or
registration of transfer of any Receipt or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of
Section 7.8 hereof, the delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations are made, or such other
documentation or information provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or
originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owners,
and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person
presenting Shares for deposit or ADSs for cancellation and withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders
or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

SECTION
3.2Liability for Taxes and Other Charges.If any tax or other governmental charge shall become
payable with respect to any ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the
Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or
Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale

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proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the
deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 2.8(c)) the withdrawal
of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian,
and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising
from any tax benefit obtained for such Holder and/or Beneficial Owner.

SECTION
3.3Representations and Warranties on Deposit of Shares.Each person depositing Shares under
the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid,
non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised,
(iii) the person making such deposit is duly authorized so to do and (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim, and are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities and the Shares presented for deposit have not been stripped of
any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and
the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the
person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

SECTION
3.4Compliance with Information Requests.Notwithstanding any other provision of this Deposit
Agreement, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to Dutch law, the rules and requirements of the Amsterdam Stock Exchange, and any other stock
exchange on which the Shares are, or will be, registered, traded or listed or the Articles of Association of the Company, which are made to provide information,inter
alia, as to the capacity in which such Holder or Beneficial Owner owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person
interested in such American Depositary Shares and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The
Depositary agrees to use its reasonable efforts to forward upon the request of the Company, at the Company's expense, any such request from the Company to the Holders and to forward to the Company any
such responses to such requests received by the Depositary.

SECTION
3.5Ownership Restrictions.Notwithstanding any other provision in this Deposit Agreement the
Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The
Company may also restrict, in such manner as it deems appropriate, transfers of the American Depositary Shares where such transfer may result in the total number of Shares represented by the American
Depositary Shares owned by a single Holder or Beneficial Owner to exceed any such limits.
The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the
limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of American Depositary Shares, the removal or limitation of voting rights or
mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the American Depositary Shares held by such Holder or Beneficial Owner in excess of such
limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Holders and Beneficial Owners acknowledge that, under the Dutch Act on
the Disclosure of Holdings in Listed Companies, shareholders must promptly notify the Company and The Netherlands Securities Investment Board if their holding reaches, exceeds or falls below 5%, 10%,
25%, 50% or

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662/3% of the capital interest and/or voting rights in the Company and agree to comply with such notification requirements.

ARTICLE IV    THE DEPOSITED SECURITIES

SECTION
4.1Cash Distributions.Whenever the Depositary receives confirmation from the Custodian of
receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights, securities or other entitlements under the terms hereof,
the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the reasonable judgment of the Depositary (pursuant to Section 4.8 hereof) be converted
on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in
Section 4.8) and will distribute promptly the amount thus received (net of any (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld,
in each case, to the extent permitted by the provisions of this Agreement) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of American Depositary Shares held as
of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed
shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of Receipts
outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the American Depositary Shares representing such Deposited
Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the
Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

SECTION
4.2Distribution in Shares.If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or
any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 and shall,
subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of American Depositary Shares held as of the ADS Record Date,
additional American Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement
(including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes, in each case, to the extent permitted by the provisions of
this Agreement) or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent
permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and
charges of, and expenses incurred by, the Depositary and (b) taxes, in each case, to the extent permitted by the provisions of this Agreement). In lieu of delivering fractional American
Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1. In the
event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the
Company, in the fulfillment of its obligation under Section 5.7 hereof, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities

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Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute
the net proceeds of any such sale (after deduction of such (a) taxes and (b) fees and charges of, and expenses incurred by, the Depositary, in each case, to the extent permitted by the
provisions of this Agreement) to Holders entitled thereto upon the terms described in Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance
with the provisions of this Deposit Agreement.

SECTION
4.3Elective Distributions in Cash or Shares.Whenever the Company intends to distribute a
dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed
distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution
to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall
assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective
distribution available to Holders only if (i) the Depositary shall have determined that such distribution is reasonably practicable and (ii) the Depositary shall have received
documentation within the terms of Section 5.7 reasonably satisfactory to it. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the
Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either (X) cash upon the terms described in
Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2. If the above conditions are satisfied, the Depositary shall
establish an ADS Record Date (on the terms described in Section 4.9) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The
Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed dividend (X) in cash, the dividend shall be distributed
upon the terms described in Section 4.1, or (Y) in ADSs, the dividend shall be distributed upon the terms described in Section 4.2. Nothing herein shall obligate the Depositary to
make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the
opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

SECTION
4.4Distribution of Rights.

(a)Distribution to ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to
subscribe for additional Shares (or any rights of any other nature), the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether
or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary
shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the
Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have requested that such rights be made available to Holders, (ii) the Depositary shall
have received documentation within the terms of Section 5.7 reasonably satisfactory to it, and (iii) the Depositary shall have determined that such distribution of rights is reasonably
practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below. In the event
all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.9) and establish procedures to distribute such rights (by
means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and

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expenses incurred by, the Depositary and (b) taxes). The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the
Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

(b)Sale of Rights. If (i) the Company does not request the Depositary to make the rights available to Holders or requests that
the rights not be made available to Holders, (ii) the Depositary fails to receive documentation within the terms of Section 5.7 reasonably satisfactory to it or determines it is not
reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it
is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private sale) as it may deem proper. The Company
shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable
(a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes, in each case, to the extent permitted by the provisions of this Agreement) upon the terms set forth in
Section 4.1.

(c)
Lapse of Rights. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights
upon the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.

The
Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders
in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of
the Company in connection with the rights distribution if the Company has provided or approved such materials; provided, however, if such materials are received by the Depositary from a person other
than the Company or its agent and such materials are required by law to be forwarded to Holders, the Depositary shall promptly provide the Company with a copy of such materials for the Company's
review and, unless otherwise required by law, the Company's approval, prior to distribution by the Depositary to the Holders.

Notwithstanding
anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which
any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute
such rights to the Holders unless and until a registration statement under the Securities Act covering such offering is in effect. In the event that the Company, the Depositary or the Custodian shall
be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of
Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. In the event that the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of
such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary reasonably deems necessary and practicable
to pay any such taxes or charges.

There
can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of
Shares or to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise
of such rights.

SECTION
4.5Distributions Other Than Cash, Shares or Rights.

(a)
Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give
timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to

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Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist
the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have
requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the
Depositary shall have determined that such distribution is reasonably practicable.

(b)
Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in
(a) above, the Depositary shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such
manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the
Depositary, and (ii) net of any taxes withheld, in each case, to the extent permitted by the provisions of this Agreement. The Depositary may dispose of all or a portion of the property so
distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may reasonably deem practicable or necessary to satisfy any taxes (including
applicable interest and penalties) or other governmental charges applicable to the distribution.

(c)
If (i) the Company does not request the Depositary to make such distribution to Holders or requests not to make such distribution to Holders, (ii) the Depositary
does not receive satisfactory documentation within the terms of Section 5.7,or (iii) the Depositary determines that all or a portion of
such distribution is not reasonably practicable or feasible, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it
may
reasonably deem proper and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary
(net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes, in each case, to the extent permitted by the provisions of this Agreement) to the
Holders as of the ADS Record Date upon the terms of Section 4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably
practicable under the circumstances. Any benefit received upon such disposition shall be for the benefit of the Holders.

SECTION
4.6Distributions with Respect to Deposited Securities in Bearer Form.Subject to the terms of
this Article IV, distributions in respect of Deposited Securities that are held by the Depositary in bearer form shall be made to the Depositary for the account of the respective Holders of
Receipts with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any dividend sheets. The Company shall promptly notify the
Depositary of such distributions. The Depositary or the Custodian shall promptly present such dividend sheets in connection with any such distribution.

SECTION
4.7Redemption.If the Company intends to exercise any right of redemption in respect of any of
the Deposited Securities, the Company shall give notice thereof to the Depositary at least 60 days prior to the intended date of redemption which notice shall set forth the particulars of the
proposed redemption. Upon receipt of such notice and a satisfactory opinion of counsel, the Depositary shall mail to each Holder a notice setting forth the intended exercise by the Company of the
redemption rights and any other particulars set forth in the Company's notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in
respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that
funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses
incurred by, the Depositary, and (b) taxes, in each case, to the extent permitted by the provisions of this Agreement),

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retire ADSs and cancel ADRs upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed, the
ADSs to be retired will be selected by lot or on apro ratabasis, as may be determined by the Depositary. The redemption price per ADS shall be the per
share amount received by the Depositary upon the redemption of the Deposited Securities represented by American Depositary Shares (subject to the terms of Section 4.8 hereof and the applicable
fees and charges of, and expenses incurred by, the Depositary, and taxes, in each case, to the extent permitted by the provisions of this Agreement) multiplied by the number of Deposited Securities
represented by each ADS redeemed.

SECTION
4.8Conversion of Foreign Currency.Whenever the Depositary or the Custodian shall receive
Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in
accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in
any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such
conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of
this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the
holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise.

If
such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the
Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing.

If
at any time the Depositary shall determine that in its reasonable judgment that the conversion of any Foreign Currency and the transfer and the distribution of proceeds of such
conversion received by the Depositary is not practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion transfer and
distribution is denied or, in the reasonable opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such
conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate
document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without
liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.

SECTION
4.9Fixing of Record Date.Whenever the Depositary shall receive notice of the fixing of a
record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other distribution), 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 receive notice of any meeting of or solicitation
of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any
other matter, the Depositary shall, after consultation with the Company, fix a record date (the "ADS Record Date") for the determination of the Holders of Receipts who shall be entitled to receive
such dividend, distribution, give instructions for the exercise of voting rights at any such meeting, or to give or

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withhold such consent, or to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each
American Depositary Share. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as possible to the applicable record date for the Deposited Securities (if any).
Subject to applicable law and the provisions of Section 4.1 through 4.8 and to the other terms and conditions of this Deposit Agreement, only the Holders of Receipts at the close of business on
such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

SECTION
4.10Voting of Deposited Securities.

(a)ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of any meeting of holders of
Shares or other Deposited Securities. The Depositary shall fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as provided in
Section 4.9. The Depositary shall, if requested in writing by the Company in a timely manner (which request must be received by the Depositary at least 30 days prior to such meeting) and
provided no U.S. legal prohibitions exists, mail to the Holders of record a notice which shall contain: (a) such information as is contained in such notice of meeting, (b) a statement in
English, in a form provided by the Company, that the Holders of record at the close of business on a specified record date will be entitled, subject to the terms of this Section, any applicable
provisions of Dutch law, the corporate charter and by-laws of the Company and the provisions of or governing Deposited Securities (which provisions, if any, shall have been summarized in
pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights pertaining to the number of Deposited Securities represented by their respective Receipts and
(c) a statement addressing the manner in which such instructions may be given, including an indication that instructions may be given (or may be deemed to have been given in accordance with the
last sentence of the next paragraph if no instructions are received prior to the deadline set for such purposes) to the Depositary to give a discretionary proxy to a person designated by the Company.
In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not have any obligation to notify the
Holders and shall not vote or cause to be voted the Deposited Securities. Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for
such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law and the provisions of the corporate charter and by-laws of the Company and the
provisions of or governing the Deposited Securities, to vote or cause to be voted the number of Deposited Securities represented by the American Depositary Shares evidenced by the Holder's Receipt in
accordance with the instructions set forth in such request.

(b)Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and
each of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions
from the Holder or as provided below. The Depositary may
not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from a Holder on or before the date established by the Depositary for such purpose, such
Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited
Securities; provided that (y) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish such
proxy to be given, (ii) substantial opposition exists or (iii) the rights of holders of Shares will be adversely affected and (x) the Depositary shall not have any obligation to
give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel opinion and the representation and indemnity
letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary an undertaking stating that

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such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above.

Prior
to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local
counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and
(ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares and (b) a representation and
indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the
Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial
opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their
respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in
connection with any action of the Depositary or the Custodian in granting such discretionary proxy.

If,
at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal
opinion or the representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been received.

(c)
Legal Prohibitions. Notwithstanding anything else contained in this Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting of
holders of Shares or other Deposited Securities if the taking of such action violates U.S. laws. The Issuer agrees to take any and all actions reasonably necessary to enable Holders and Beneficial
Owners to exercise the voting rights
accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of Issuer's U.S. counsel addressing any actions requested to be taken if requested by the Depositary.

SECTION
4.11Changes Affecting Deposited Securities.Upon any change in nominal or par value,
split-up, cancellation, 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 replacement or otherwise in respect of,
such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement, and the Receipts shall, subject to the provisions of this Deposit
Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. The Depositary may, with the Company's approval, and shall, if the
Company shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such distributions are not in
violation of any applicable laws or regulations, execute and deliver additional Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A hereto, specifically
describing such new Deposited Securities or corporate change. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the
Commission to permit the issuance of such new form of Receipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the
Depositary may, with the Company's approval, and shall, if the Company requests, subject to receipt of an opinion of Company's counsel satisfactory to the Depositary that such action is not in
violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of
such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary

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and (b) taxes, in each case, to the extent permitted by the provisions of this Agreement) for the account of the Holders otherwise entitled to such securities upon an averaged or other
practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash
pursuant to Section 4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in
general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

SECTION
4.12Available Information.The Company is subject to the periodic reporting requirements of
the Exchange Act and accordingly files certain information with the Commission. These reports and documents can be inspected and copied at the public reference facilities maintained by the Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission's New York City office located at Seven World Trade Center, 13th Floor, New York, New York 10048.

SECTION
4.13Reports.The Depositary shall make available for inspection by Holders at its Principal
Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either
of them as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also mail to Holders copies
of such reports when furnished by the Company pursuant to Section 5.6.

SECTION
4.14List of Holders.Promptly upon written request by the Company, the Depositary shall
furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares of all Holders.

SECTION
4.15Taxation.The Depositary will, and will instruct the Custodian to, forward to the Company
or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies.
The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of
Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the
Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to
dividends and other distributions on the Deposited Securities. Holders and Beneficial Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof
of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents,
as the Depositary or the Custodian may reasonably deem necessary or proper to fulfill the Depositary's or the Custodian's obligations under applicable law. The Holders and Beneficial Owners shall
indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any
governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

If
the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution
(i.e., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly to the Depositary information about such taxes or governmental charges
withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form satisfactory to the Depositary. The
Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such

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information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by
the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary. Neither the Depositary nor
the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial
Owner's income tax liability.

The
Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any
liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including, without limitation, tax
consequences resulting from the Company (or any of its subsidiaries) being treated as a "Foreign Personal Holding Company," or as a "Passive Foreign Investment Company" (in each case as defined in the
U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.

ARTICLE V    THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

SECTION
5.1Maintenance of Office and Transfer Books by the Registrar.Until termination of this
Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, The City of New York, an office and facilities for the execution and delivery, registration,
registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this
Deposit Agreement.

The
Registrar shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders
of such Receipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other
than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts.

The
Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with
the performance of its
duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8 hereof.

If
any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall
act as Registrar or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups,
and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed
by the Depositary with the approval of the Company.

SECTION
5.2Exoneration.Neither the Depositary nor the Company shall be obligated to do or perform any
act which is inconsistent with the provisions of this Deposit Agreement or incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or
performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, The Netherlands or any other
country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision,
present or future, of the Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its
control (including,

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without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Articles of Association of the Company or provisions of or governing Deposited Securities,
(iii) for any action or inaction in reliance upon the advice of, or information from, legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or
authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to
benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to
Holders of American Depositary Shares or (v) for any consequential or punitive damages for any breach of the terms of this Deposit Agreement.

The
Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written
notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

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

SECTION
5.3Standard of Care.The Company and its agents assume no obligation and shall not be subject
to any liability under this Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, except that the Company and its agents agree to perform their obligations specifically
set forth in this Deposit Agreement without negligence or bad faith.

The
Depositary and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or the Receipts to Holders or Beneficial Owners or other
persons, except that the Depositary and its agents agree to perform their obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Without
limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect 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 (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The
Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or
the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms of this Deposit Agreement. The Depositary shall not incur any liability for any
failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for
any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any
tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this
Deposit Agreement or for the failure or timeliness of any notice from the Company.

SECTION
5.4Resignation and Removal of the Depositary; Appointment of Successor Depositary.The
Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 60th day after
delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions

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contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company 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, which removal shall be effective on the earlier of (i) the 60th day after delivery
thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor
depositary and its acceptance of such appointment as hereinafter provided.

In
case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts 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 be required by the Company to 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 (except as required by applicable law), shall become
fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, upon payment of all sums due to it and on the written request of the Company shall,
(i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.08 and 5.09), (ii) duly
assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts
and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such
Holders.

Any
corporation into or with 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
5.5The Custodian.The Depositary, after consultation with the Company, may from time to time
appoint one or more custodians hereunder. The Depositary has initially appointed each of ING Bank and Citibank, N.A., Amsterdam as Custodian for the purpose of this Deposit Agreement. The Custodian or
its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be
responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder,
the Depositary shall promptly appoint a substitute custodian that is organized under the laws of The Netherlands. The Depositary shall require such resigning or discharged Custodian to deliver the
Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by
the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it
may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall
thereafter be Custodian hereunder with respect to such Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts, each
other Custodian and the Company.

Upon
the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the
Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written
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 to act on the direction of such
successor depositary.

SECTION
5.6Notices and Reports.On or before the first date on which the Company gives notice, by
publication or otherwise, of any meeting of holders of Shares or other Deposited Securities,

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or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the
offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in the English language but otherwise in the form
given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or
proposed provisions of the Articles of Association of the Company that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.

The
Company will also transmit to the Depositary (a) an English language version of the other notices, reports and communications which are made generally available by the
Company to holders of its Shares or other Deposited Securities and (b) the English language versions of the Company's annual and semi-annual reports prepared in accordance with the
applicable requirements of the Commission; provided, however, that, at the option of the Company, the annual report supplied under (a) or (b) above can be the annual report on
Form 20-F or any comparable form then required for SEC filings of annual reports. The Depositary shall arrange, at the request of the Company and at the Company's expense, for the
mailing of copies thereof to all Holders or make such notices, reports and other communications available to all Holders on a basis similar to that for holders of Shares or other Deposited Securities
or on such other basis as the Company may advise the Depositary or as may be required by any applicable law, regulation or stock exchange requirement. The Company has delivered to the Depositary and
the Custodian a copy of the Company's Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company or any Affiliate of the
Company in connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of
such amendment thereto or change therein. The Depositary may rely upon such copy for all purposes of this Deposit Agreement.

The
Depositary will, at the expense of the Company, make available a copy of any such notices, reports or communications and other documentation referred to in the previous paragraph
issued by the Company and delivered to the Depositary for inspection by the Holders of the Receipts evidencing the American Depositary Shares representing such Shares at the Depositary's Principal
Office, at the office of the Custodian and at any other designated transfer office.

SECTION
5.7Issuance of Additional Shares, ADSs, etc.The Company agrees that in the event it or any of
its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an
issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective
dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any
reclassification of securities, merger or consolidation or transfer of assets or (viii) any reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which
affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not
violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the
securities laws of the states of the United States). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to
the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or
(2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Dutch counsel (which may be in-house counsel to the Company) stating that
(1) making the transaction available to Holders and Beneficial Owners does not violate the law of The Netherlands and (2) all requisite regulatory consents and approvals have been
obtained in The Netherlands. If the filing of a registration statement is required,

23

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the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared
effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction
to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in
each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act.

The
Company agrees with the Depositary that the Company will not at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale
of Shares or other Deposited Securities previously issued and reacquired by the Company, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and,
if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration statement has been declared effective).

Notwithstanding
anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in
respect of any proposed transaction.

SECTION
5.8Indemnification.The Depositary agrees to indemnify the Company and its directors,
officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the
reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary under the terms hereof due to the negligence or bad faith of the Depositary.

The
Company agrees to indemnify the Depositary, the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless
from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) that may arise (a) out of acts
performed or omitted in connection with any offer, issuance, sale, resale, transfer, deposit or withdrawal of Receipts, American Depositary Shares, the Shares, or other Deposited Securities, as the
case may be, or any offering documents in respect thereof or (b) out of acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of
information regarding the Company in connection with this Deposit Agreement, the Receipts, the American Depositary Shares, the Shares, or any Deposited Securities, in either such case (i) by
the Depositary, the Custodian or any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to the
negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates, except to the extent that such liability or expense arises
out of information (or omissions from information) relating to the Depositary or to any Custodian or any of their agents, as the case may be, furnished in a signed writing to the Company by the
Depositary expressly for use in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) or any other document
relating to the ADRs evidencing the ADSs.

The
obligations set forth in this Section shall survive the termination of this Deposit Agreement and the succession or substitution of any party hereto.

Any
person seeking indemnification hereunder (an "indemnified person") shall notify the person 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 (provided that the failure to make such notification shall not affect such indemnified

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person's rights to seek indemnification except to the extent the indemnifying person is materially prejudiced by such failure) and shall consult in good faith with the indemnifying person as to the
conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle
any action or claim that may give rise to an indemnity hereunder without the consent of the indemnifying person, which consent shall not be unreasonably withheld.

SECTION
5.9Fees and Charges of Depositary.The Holders and the Beneficial Owners agree to pay to the
Depositary the Depositary's fees identified as payable by them respectively on the Fee Schedule attached hereto as Exhibit B. In addition, Holders and Beneficial Owners and persons depositing
Shares (other than the Company) shall be required to pay (to the extent applicable) the following charges: (i) taxes (including applicable interest and penalties) and other governmental
charges, (ii) such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of
Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals of Deposited Securities, (iii) such cable,
telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or Holders and Beneficial Owners of ADSs,
(iv) the expenses and charges incurred by the Depositary in the conversion of foreign currency, (v) such fees and expenses as are incurred by the Depositary in connection with compliance
with exchange control regulations, and (vi) the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities.

The
Company agrees to promptly pay to the Depositary such other fees and charges and to reimburse the Depositary for such out-of-pocket expenses as the
Depositary and the Company may agree to in writing from time to time. Responsibility for payment of such charges may at any time and from time to time be changed by agreement between the Company and
the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such expenses and fees or charges to the Company once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.

The
right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of this Deposit Agreement. As to any Depositary, upon the
resignation or
removal of such Depositary as described in Section 5.4 hereof, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal.

SECTION
5.10Pre-Release.Subject to the further terms and provisions of this
Section 5.10,the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company
and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or Receipts; provided, however, that the Depositary may (i) issue Receipts prior to the
receipt of Shares pursuant to Section 2.2 and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.5, including Receipts which were issued
under (i) above but for which Shares may not have been received (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under
(i) above and receive Shares in lieu of Receipts under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or
entity (the "Applicant") to whom Receipts or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares
or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or Receipts in its records
and to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the
Depositary or the Custodian, as applicable, such Shares or Receipts, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times
fully collateralized with cash,

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United States government securities or such other collateral as the Depositary deems appropriate, (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 Depositary will normally limit the number of Receipts and Shares involved in such
Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts outstanding (without giving effect to Receipts outstanding under (i) above); provided, however, that
the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of Receipts and Shares
involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate.

The
Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings
thereon, shall be held for the benefit of the Holders (other than the Applicant).

ARTICLE VI    AMENDMENT AND TERMINATION

SECTION
6.1Amendment/Supplement.The Receipts outstanding at any time, the provisions of this Deposit
Agreement and the form of Receipt attached thereto and to be issued under the terms thereof may at any time and from time to time be amended or supplemented by written agreement between the Company
and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or
increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall
otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until the expiration of 30 days
after notice of such amendment or supplement shall have been given to the Holders of outstanding Receipts. The parties hereto agree that any amendments or supplements which (i) are reasonably
necessary (as agreed by the Company and the Depositary) in order for (a) the American Depositary Shares to be registered on Form F-6 under the Securities Act or
(b) the American Depositary Shares or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to
be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so
becomes effective shall be deemed, by continuing to hold such American Depositary Share or Shares, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as
amended and supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require
amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance
with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given
to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

SECTION
6.2Termination.The Depositary shall, at any time at the written direction of the Company,
terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such
termination. If 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have
delivered to the Depositary a

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written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4, the Depositary
may terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and
after the date of termination of this Deposit Agreement, the Holder will, upon surrender of such Receipt at the
Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Section 2.7 and subject to the conditions and restrictions
therein set forth, and upon payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such
Receipt. If any Receipts shall remain outstanding after the date of termination of this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the
Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the
Depositary 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, subject to the conditions and restrictions set forth in Section 2.7, 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, or charging, as the case may be, in each case, the charges of the Depositary for
the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges or
assessments). At any time after the expiration of six months from the date of termination of this Deposit Agreement, 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, in an unsegregated account, without liability for interest for the pro ratabenefit
of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and American Depositary Shares, except to account for such net proceeds
and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance
with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 hereof.

ARTICLE VII    MISCELLANEOUS

SECTION
7.1Counterparts.This Deposit Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Copies of this Deposit Agreement shall be maintained with the Depositary and shall
be open to inspection by any Holder during business hours.

SECTION
7.2No Third-Party Beneficiaries.This Deposit Agreement is for the exclusive benefit of the
parties hereto (and their successors) and shall not be deemed to give any legal or equitable right,
remedy or claim whatsoever to any other person, except to the extent specifically set forth in this Deposit Agreement. Nothing in this Deposit Agreement shall be deemed to give rise to a partnership
or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) the Depositary and its Affiliates may
at any time have multiple banking relationships with the Company and its Affiliates, (ii) the Depositary and its Affiliates may be engaged at any time in transactions in which parties adverse
to the Company or the Holders or Beneficial Owners may have interests and (iii) nothing contained in this Agreement

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shall (a) preclude the Depositary or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate the Depositary or any of
its Affiliates to disclose such transactions or relationships or to account for any profit made or payment received in such transactions or relationships.

SECTION
7.3Severability.In case any one or more of the provisions contained in this Deposit Agreement
or in the Receipts should be or become invalid, illegal or unenforceable 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
7.4Holders and Beneficial Owners as Parties; Binding Effect.The Holders and Beneficial Owners
from time to time of American Depositary Shares shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions thereof and of any Receipt by acceptance thereof of any
beneficial interest therein.

SECTION
7.5Notices.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, air courier or cable, telex or facsimile transmission, confirmed by letter, addressed to Neptunusstraat, 2132 JA Hoofddorp, The Netherlands, Attention:
Company Secretary, or to any other address which the Company may specify in writing to the Depositary.

Any
and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile
transmission, confirmed by letter, addressed to Citibank, N.A., 111 Wall Street, New York, New York 10043, U.S.A. Attention: ADR Department, or to any other address which the Depositary may specify in
writing to the Company.

Any
and all notices to be given to either of the Custodians shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile
transmission, confirmed by
letter, addressed to Bijlmerplein 888, 1102 MG Amsterdam, The Netherlands if to ING Bank and to Europlaza, Hoogoordreef 54B,1101 B.E., Amsterdam Z.O.,
The Netherlands if to Citibank N.A., Amsterdam or to any other address which the Custodian may specify in writing to the Company.

Any
and all notices to be given to any Holder shall be 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 Holder at the address of such Holder as it appears on the transfer books for Receipts of the Depositary, or, if such Holder shall have filed with the Depositary a written
request that notices intended for such Holder be mailed to some other address, at the address specified in such request. Notice to Holders shall be deemed to be notice to Beneficial Owners for all
purposes of this Deposit Agreement.

Delivery
of a notice sent by mail, air courier or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter 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 or delivered to an air courier service. The Depositary or
the Company may, however, act upon any cable, telex or facsimile transmission received by it from the other or from any Holder, notwithstanding that such cable, telex or facsimile transmission shall
not subsequently be confirmed by letter as aforesaid.

SECTION
7.6Governing Law and Jurisdiction.This Deposit Agreement and the Receipts shall be
interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of
choice of law thereof. Except as set forth in the following paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in The City of New York shall
have

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jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each
irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers TNT Skypak Inc. (the "Agent") now at 200
Garden City, 4th Floor Plaza, Garden City, New York, 11530, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail
of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the
preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York
on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal
process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall
for any reason prove to be ineffective or such
Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof.
The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or
proceeding based thereon.

Notwithstanding
the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against
(a) the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) both the Company and the Depositary, in any such case, in any state or
federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or
proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and,
for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the
manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph.

The
Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions,
suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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

The
provisions of this Section 7.6 shall survive any termination of this Deposit Agreement, in whole or in part.

SECTION
7.7Assignment.Subject to the provisions of Section 5.4 hereof, this Deposit Agreement
may not be assigned by either the Company or the Depositary.

SECTION
7.8Compliance with U.S. Securities Laws.Notwithstanding anything in this Deposit Agreement to
the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General
Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

SECTION
7.9Titles.All references in this Deposit Agreement to exhibits, articles, sections,
subsections, and other subdivisions refer to the exhibits, articles, sections, subsections and other

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subdivisions of this Deposit Agreement unless expressly provided otherwise. The words "this Deposit Agreement," "herein," "hereof," "hereby," "hereunder," and words of similar import refer to the
Deposit Agreement as a whole as in effect between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns
in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context
otherwise requires. Titles to sections of this Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in this Deposit Agreement.

IN
WITNESS WHEREOF, TNT POST GROUP N.V. and CITIBANK, N.A. have duly executed this Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners
shall become parties hereto upon acceptance by them of American Depositary Shares evidenced by Receipts issued in accordance with the terms hereof.

| |  | TNT POST GROUP N.V.                                     
| |  | --------------------------------------------------------
| |  | By:/S/ A.J. SCHEEPBOUWER                                
| |  |                                                         
| |  | Name: A.J. Scheepbouwer
  Title: Chief Executive Officer
| |  | CITIBANK, N.A. By:                                      
| |  | By:/S/ NANCY LISSEMORE                                  
| |  |                                                         
| |  | Name: Nancy Lissemore
  Title: Vice President           

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Number
CUSIP Number

American
Depositary
Shares (Each American
Depositary Share
representing one
fully paid ordinary share each
one Guilder nominal value)

EXHIBIT A  [FORM OF FACE OF RECEIPT]AMERICAN DEPOSITARY RECEIPT  FOR  AMERICAN DEPOSITARY SHARES  representing  DEPOSITED ORDINARY SHARES  of  TNT POST GROUP
N.V.  (Incorporated under the laws of The Netherlands)

CITIBANK,
N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (herein called the "Depositary"), hereby certifies
that  is the owner of  American Depositary Shares (hereinafter "ADS"), representing
deposited ordinary
shares, each of Nominal Value of one Guilder, including evidence of rights to receive such ordinary shares (the "Shares") of TNT Post Group N.V., a corporation incorporated under the laws of The
Netherlands (the "Company"). As of the date of the Deposit Agreement (hereinafter referred to), each ADS represents one Share deposited under the Deposit Agreement with the Custodian which at the date
of execution of the Deposit Agreement is either of ING Bank N.V. or Citibank, N.A., Amsterdam (the "Custodian"). The ratio of Depositary Shares to shares of stock is subject to subsequent amendment as
provided in Article IV of the Deposit Agreement. The Depositary's Principal Office is located at 111 Wall Street, New York, New York 10043, U.S.A.

(1)The Deposit Agreement.  This American Depositary Receipt is one of an issue of American Depositary Receipts
("Receipts"), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of June 15, 1998 (as amended from time to time, the "Deposit Agreement"), by
and among the Company, the Depositary, and all Holders 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
becomes bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of 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 from time 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 Principal Office of the Depositary and the Custodian.

The
statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and the Articles of Association of the Company (as in effect
on the date of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. All capitalized terms used herein which
are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited
Securities. The Depositary has made arrangements for the acceptance of the American Depositary Shares into

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DTC. Each Beneficial Owner of American Depositary Shares held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such
American Depositary Shares. The Receipt evidencing the American Depositary Shares held through DTC will be registered in the name of a nominee of DTC. So long as the American Depositary Shares are
held through DTC or unless otherwise required by law, ownership of beneficial interests in the Receipt registered in the name of DTC (or its nominee) will be shown on, and transfers of such ownership
will be effected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).

(2)Surrender of Receipts and Withdrawal of Deposited Securities.  Upon surrender, at the Principal Office of the
Depositary, of ADS evidenced by this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the charges of the Depositary for the making
of withdrawals and cancellation of Receipts (as set forth in Article (10) hereof and in Section 5.09 and Exhibit B of the Deposit Agreement) and (ii) all fees, taxes and
governmental charges payable in connection with such surrender and withdrawal, and, subject to the terms and conditions of the Deposit Agreement the Company's Articles of Association,
Section 7.8 of the Deposit Agreement, Article (24) of this Receipt and the provisions of or governing the Deposited Securities and other applicable laws, the Holder of the American
Depositary Shares evidenced hereby is entitled to delivery, to him or upon his order, to a specified account in NECIGEF or, if for any reason delivery by such means is not available, by physical
delivery at the designated office of the Custodian of the Deposited Securities represented by the ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be
delivered in registered form or by electronic delivery. ADS may be
surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery to a specified account
in DTC of such ADS to the Depositary.

A
Receipt surrendered for such purposes shall, if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the
Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or
upon the written order of a person or persons designated in such order. Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) to a specified account in NECIGEF
or, if for any reason delivery by such means is not available, by physical delivery at the designated office of the Custodian, subject to the terms and conditions of the Deposit Agreement, the
Articles of Association of the Company, and the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect, to or upon the written order of the person or
persons designated in the order delivered to the Depositary as provided above, evidence of the electronic transfer (if available) of the Deposited Securities represented by such ADSs together with any
certificate or other proper documents of or relating to title of such securities, property or cash. If electronic transfer is unavailable for the Shares or any other securities, property or cash to
which the holder is entitled, physical delivery may be made by the delivery of the securities, property, or cash for which electronic delivery is unavailable. The Depositary may make delivery to such
person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any
dividends, distributions or rights, which may at the time be held by the Depositary.

The
Depositary shall not accept for surrender a Receipt evidencing ADSs representing less than one Share. The Depositary may, in its discretion, refuse to accept for surrender a
number of American Depositary Shares representing a number of Shares other than a whole number of Shares. In the case of surrender of a Receipt evidencing a number of ADS representing other than a
whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be delivered in accordance with the terms hereof, and shall, at the discretion of the
Depositary, either (i) issue and deliver to the person surrendering such Receipt a new Receipt evidencing American

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Depositary Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt so surrendered and remit the proceeds thereof
(net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the Receipt. At the request, risk and expense of
any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than
securities) held in respect of, and any certificate or certificates and other proper documents of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for
delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable,
telex or facsimile transmission.

(3) Transfers, Split-Ups and Combinations of Receipts.  Subject to the terms and conditions of the Deposit
Agreement, the Registrar shall register transfers of Receipts on its book upon surrender at the Principal Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer (including signature guarantees in accordance with standard industry practice) and duly stamped as may be required by the
laws of the State of New York and of the United States of America. Subject to the terms and conditions of the Deposit Agreement including payment of the applicable fees and charges of the Depositary,
the Depositary shall execute and deliver a new Receipt(s) (and if necessary cause the Registrar to countersign such Receipt(s) and deliver same to or upon the order of the person entitled to such
Receipts evidencing the same aggregate number of ADSs as those evidenced by the Receipts surrendered. Upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or
combination of such Receipt or Receipts and upon payment of the applicable fees and charges of the Depositary subject to the terms and conditions of this Deposit Agreement the Depositary shall execute
and deliver, a new Receipt or Receipts for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt or Receipts surrendered.

(4)Pre-Conditions to Registration, Transfer, Etc.  As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from
the depositor of Shares or 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 or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and
in this Receipt, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matters and (iii) compliance with
(A) any laws or governmental regulations relating to the execution and delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations of
the Depositary or the Company consistent with the Deposit Agreement and applicable law.

The
delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the delivery of Receipts against the deposit of particular
Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during
any period when the transfer books of the Company, Depositary or a Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any
time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange upon which the Receipts or Share are listed, or under any
provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to
Article (24) hereof. Notwithstanding any provision of the Deposit Agreement to the contrary, the surrender of outstanding ADS evidenced by Receipts and withdrawal of Deposited Securities may
not be suspended except as required in General Instructions I.A.(l) to Form F-6 (as such instructions may be amended from time

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to time) in connection with (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 a shareholders'
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 of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or other
Deposited Securities required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares.

(5)Compliance With Information Requests.  Notwithstanding any other provision of the Deposit Agreement or this Receipt,
each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to Netherlands law, the rules and requirements of the New York Stock
Exchange, Inc., the Amsterdam Stock Exchange and the Articles of Association of the Company, which are made to provide information as to the capacity in which such Holder or Beneficial Owner
owns ADSs and regarding the identity of any other persons then or previously interested in such ADSs and the nature of such interest and various other matters whether or not they are Holders and/or
Beneficial Owner at the time of such request. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company requesting the Depositary to forward any
such requests to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

(6)Ownership Restrictions.  The Company may restrict transfers of the Shares where such transfer might result in
ownership of Shares exceeding limits under applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of ADSs where
such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion, instruct
the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to the
imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or a mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by
the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company.

(7)Liability of Holder for Taxes, Duties and Other Charges.  If any tax or other governmental charge shall become
payable with respect to any Receipt or any Deposited Securities or ADSs, such tax, or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company,
the Custodian and/or Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of
the Deposited Securities and apply such distributions and sale proceeds in payment of
such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and
the Depositary may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (24) hereof) the withdrawal of Deposited
Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian and any of their
agents, employees and Affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained
for such Holder and/or Beneficial Owner.

(8)Representations and Warranties of Depositors.  Each person depositing Shares under the Deposit Agreement shall be
deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor) are validly issued, fully paid, non-assessable and legally obtained by such person,

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(ii) all preemptive (and similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do and
(iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will
not be, Restricted Securities and have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance,
cancellation and transfer of depositary shares. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person
depositing Shares, to take any and all actions necessary to correct the consequences thereof.

(9)Filing Proofs, Certificates and Other Information.  Any person presenting Shares for deposit, any Holder and any
Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer
status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and
the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary or the Custodian may reasonably deem necessary or proper or as
the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Subject to Article (24) hereof and the terms of the Deposit
Agreement, the Depositary and the Registrar, as applicable, may withhold the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of
rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties
made or such information and documentation are provided. Holders and Beneficial Owners acknowledge that, under the Dutch Act on the Disclosure of Holdings in Listed Companies, shareholders must
promptly notify the Company and The Netherlands Securities Investment Board if their holding reaches, exceeds or falls below 5%, 10%, 25%, 50% or 662/3% of the capital interest and/or
voting rights in the Company and agree to comply with such notification requirements.

(10)Charges of Depositary.  The Depositary shall charge fees for receiving deposits and issuing Receipts, for
delivering deposited Shares against surrender of Receipts, for transfer of Receipts, for splits and combination of Receipts, for distribution of dividends, for sales or exercise of rights or for other
services performed upon the terms set forth in the Deposit Agreement. The Depositary and the Company reserve the right to modify, reduce or increase any fees or charges for services performed. The
Depositary shall charge any party to whom Receipts are issued (including, without limitation, deposit or issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of
stock for the Shares or Deposited Securities, or a distribution of Receipts pursuant to Section 4.03 or 4.11 of the Deposit Agreement), or who surrenders Receipts a fee of U.S.$5.00 or less per
100 American Depositary Shares (or portion thereof) for the issuance or surrender, respectively, of a Receipt. In addition the Depositary shall charge to the Holders a fee of U.S.$2.00 or less per 100
American Depositary Shares (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including but not limited to, Sections 4.02 through 4.05 thereof, and $5.00 or less
per 100 American Depositary Shares (or portion thereof) in case of stock dividend, made pursuant to the Deposit Agreement including, but not limited to Sections 4.02 through 4.05 thereof. The
Depositary will provide, without charge, a copy of its latest fee schedule to anyone upon request. In addition, Holders, Beneficial Owners, and persons depositing Shares (other than the Company) will
be requested to pay taxes and other governmental charges, registration fees, cable, telex and facsimile transmission and delivery expenses, and customary and other expenses incurred by the Depositary
in connection with its obligations and duties under the Deposit Agreement. Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by the Company upon agreement
between the Depositary and the Company concerning the nature and amount of such charges and expenses. All fees and charges may at any time and from time to time be changed by agreement between the
Company

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and the Depositary. The charges and expenses of the Custodian, nominee or any other agent of the Depositary are for the sole account of the Depositary. The provisions in respect of these charges may
be changed in the manner indicated in Article (22) of this Receipt.

(11) Title to Receipts.  It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or
holding the same consents and agrees, that title to this Receipt (and to each ADS evidenced hereby), 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 under the laws of the State of New York; provided, however, that the Company and the Depositary, 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 all purposes, and neither the Depositary nor the Company
shall have the obligations or be subject to any liability hereunder or under the Deposit Agreement to any holder of a Receipt unless such holder is the Holder (that is, the person) registered on the
books of the Depositary.

(12)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 Receipt has been executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, however, that such signature may
be a facsimile if a Registrar has been appointed and this Receipt has been countersigned by the manual signature of a duly authorized officer of the Registrar.

(13) Available Information; Reports; Inspection of Transfer Books.  The Company is subject to the periodic reporting
requirements of the Exchange Act and accordingly files certain information with the Commission. These reports and documents can be inspected and copied at the public reference facilities maintained by
the Commission located at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission's New York City office located at Seven World Trade Center, 13th Floor, New York,
New York 10048. The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials and the Company's
Articles of Association as amended, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited
Securities and (b) made generally available to the holders of such Deposited Securities by the Company.

The
Registrar shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders
of such Receipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other
than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts.

The
Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with
the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Article 24 hereof.

|Dated:             |  | CITIBANK, N.A.,
as Depositary
|------------------ |  | -----------------------------
|Countersigned      |  |                              
|By:                |  | By:                          
|Authorized Officer |  | Vice President               

The
address of the Principal Office of the Depositary is 111 Wall Street, New York, New York 10043, U.S.A

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[FORM OF REVERSE OF RECEIPT]SUMMARY OF CERTAIN ADDITIONAL PROVISIONS  OF THE DEPOSIT AGREEMENT

(14) Dividends and Distributions in Cash, Shares, etc.  Whenever the Depositary receives confirmation from the Custodian
of receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights, securities or other entitlements under the Deposit
Agreement, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can, in the reasonable judgment of the Depositary (upon the terms of the Deposit
Agreement), be converted on a practicable basis, into Dollars transferable to the United States, promptly convert or cause to be converted such dividend, distribution or proceeds into Dollars and will
distribute promptly the amount thus received (net of any applicable fees and charges of, and expenses incurred by, the Depositary and taxes withheld, in each case, to the extent permitted by the
provisions of the Deposit Agreement) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADS representing such Deposited Securities held as of the ADS Record Date.
The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the
Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of Receipts then outstanding. If the
Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of
taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded
by the Company to the relevant governmental authority. Any foreign currency received by the Depositary shall be converted upon the terms and conditions set forth in the Deposit Agreement.

If
any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall or cause such Shares to be deposited with and
registered, as the case may be, in the name of the Depositary, the Custodian or their nominees upon receipt of confirmation of such deposit, the Depositary shall, subject to and in accordance with the
Deposit Agreement, establish the ADS Record Date and either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date,
additional ADSs, which represent in aggregate the number of Shares received as such dividend, or free distribution, subject to the terms of
this Deposit Agreement (including, without limitation, the applicable fees and charges of, and expenses incurred by, the Depositary and taxes, in each case, to the extent permitted by the provisions
of the Deposit Agreement) or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also
represent rights and interest in the additional Shares distributed upon the Deposited Securities represented thereby (net of the applicable fees and charges of, and the expenses incurred by, the
Depositary, and taxes, in each case, to the extent permitted by the provisions of the Deposit Agreement). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares
represented by the aggregate of such fractions and distribute the net proceeds upon the terms set forth in the Deposit Agreement.

In
the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated
to withhold, or, if the Company, in the fulfillment of its obligations under the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the
Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective, the Depositary may dispose of all or a portion of such property
(including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary reasonably deems necessary and practicable and the
Depositary shall distribute the net

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proceeds of any such sale (after deduction of taxes and fees and charges of, and expenses incurred by, the Depositary, in each case, to the extent permitted by the provisions of the Deposit Agreement)
to Holders entitled thereto upon the terms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit
Agreement.

Upon
receipt of notice indicating that the Company wishes an elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine,
and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs upon the terms
described in the Deposit Agreement.

Upon
receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares (or any rights of any other nature) to be made available to
Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall
make such rights available to any Holders only if the Company shall have requested that such rights be made available to Holders, the Depositary shall have received the documentation required by the
Deposit Agreement, and the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied, the Depositary shall sell the rights as
described below. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date and
establish procedures to distribute such rights (by means of warrants or otherwise) to enable the Holders to exercise the rights (upon payment of the applicable fees and charges of, and expenses
incurred by, the Depositary and taxes). Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for
Shares (rather than ADSs). If (i) the Company does not request the Depositary to make the rights available to Holders or if the Company requests that the rights not be made available to
Holders, (ii) the Depositary fails to receive the documentation required by the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or
(iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a
riskless principal capacity, at such place and upon such terms (including public and private sale) as it may reasonably deem proper. The Depositary shall, upon such sale, convert and distribute
proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and taxes, in each case, to the extent permitted by the provisions of the Deposit Agreement) upon
the terms hereof and in the Deposit Agreement. If the Depositary is unable to make any rights available to Holders or to arrange for the sale of the rights upon the terms described above, the
Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such rights available to Holders
in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to
the ADR Holders on behalf of the Company in connection with the rights distribution.

Notwithstanding
anything herein to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may
be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the
Holders unless and until a registration statement under the Securities Act covering such offering is in effect. In the event that the Company, the Depositary or the Custodian shall be required to
withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of Receipts
evidencing ADSs representing such Deposited Securities shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other

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governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts
and in such manner, including by public or private sale, as the Depositary reasonably deems necessary and practicable to pay any such taxes or charges.

There
can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of
Shares or to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise
of such rights.

The
Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice
indicating that the Company wishes property other than cash, Shares or rights to purchase additional Shares, to be made to Holders of ADSs, the Depositary shall determine whether such distribution to
Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders,
(ii) the Depositary shall have received the documentation required by the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably
practicable. Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held
by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and
expenses incurred by, the Depositary, and (ii) net of any taxes withheld, in each case, to the extent permitted by the provisions of the Deposit Agreement. The Depositary may dispose of all or
a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may reasonably deem practicable or necessary to satisfy
any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

If
the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it
may reasonably deem proper and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the
Depositary (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes, in each case, to the extent permitted by the provisions of the Deposit
Agreement) to the Holders upon the terms hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the
circumstances. Any benefit received upon such disposition should be for the benefit of the Holders.

(15) Redemption.  Upon receipt of notice from the Company that it intends to exercise its right of redemption in respect
of any of the Deposited Securities, and a satisfactory opinion of counsel, the Depositary shall mail to each Holder a notice setting forth the Company's intention to exercise the redemption rights and
any other particulars set forth in the Company's notice to the Depositary. Upon receipt of confirmation that the redemption has taken place and that funds representing the redemption price have been
received, the Depositary shall convert, transfer, distribute the proceeds (net of applicable fees and charges of, and expenses incurred by, the Depositary, and taxes, in each case, to the extent
permitted by the provisions of the Deposit Agreement) retire ADSs and cancel ADRs upon delivery of such ADSs by Holders thereof upon the terms of the Deposit Agreement. If less than all outstanding
Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on apro ratabasis, as may be determined by the Depositary.

(16)Fixing of Record Date.  Whenever the Depositary shall receive notice of the fixing of a record date by the Company
for the determination of holders of Deposited Securities entitled to receive any distribution, or whenever for any reason the Depositary causes a change in the number of

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Shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it
necessary or convenient in connection with the giving of any notice, or any other matter, the Depositary shall, after consultation with the Company, fix a record date ("ADS Record Date") for the
determination of the Holders of Receipts who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, or to give or withhold such
consent, or to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. Subject to
the terms and conditions of this Receipt and the Deposit Agreement, the Holders of Receipts at the close of business on such ADS Record Date shall be entitled to receive such distributions, to give
such voting instructions, to receive such notice or solicitation, or otherwise take action.

(17)Voting of Deposited Securities.

ADS Voting Instructions. As soon as practicable after receipt of notice pursuant to Section 5.6 of the Deposit Agreement of any
meeting of holders of Shares or other Deposited Securities. The Depositary shall fix a record date for determining the Holders entitled to give instructions for the exercise of voting rights as
provided in Section 4.9 of the Deposit Agreement. The Depositary shall, if requested in writing by the Company in a timely manner (which request must be received by the Depositary at least
30 days prior to such meeting) and provided no U.S. legal prohibitions exists, mail to the Holders of record a notice which shall contain: (a) such information as is contained in such
notice of meeting, (b) a statement in English, in a form provided by the Company, that the Holders of record at the close of business on a specified record date will be entitled, subject to the
terms of this Article, any applicable provisions of Dutch law, the corporate charter and by-laws of the Company and the provisions of or governing Deposited Securities (which provisions,
if any, shall have been summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights pertaining to the number of Deposited Securities represented by
their respective Receipts and (c) a statement addressing the manner in which such instructions may be given, including an indication that instructions may be given (or may be deemed to have
been given in accordance with the last sentence of the next paragraph if no instructions are received prior to the deadline set for such purposes) to the Depositary to give a discretionary proxy to a
person designated by the Company. In the event the notice of meeting and request of the Company is not received by the Depositary at least 30 days prior to the meeting, the Depositary shall not
have any obligation to notify the Holders and shall not vote or cause to be voted the Deposited Securities. Upon the written request of a Holder on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under applicable law and the provisions of the corporate charter and
by-laws of the Company and the provisions of or governing the Deposited Securities, to vote or cause to be voted the number of Deposited Securities represented by the
American Depositary Shares evidenced by the Holder's Receipt in accordance with the instructions set forth in such request.

Discretionary Proxy to Management. The Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each
of its nominees, if any, do not, vote the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from
the Holder or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from a Holder on or before the date
established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person
designated by the Company to vote the Deposited Securities; provided that (y) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the
Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists or (iii) the rights of holders of Shares will be adversely affected and
(x) the

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Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if (i) the Company shall not have delivered to the Depositary the local counsel
opinion and the representation and indemnity letter described in the next paragraph and (ii) the person designated to receive the discretionary proxy shall not have delivered to the Depositary
an undertaking stating that such person shall not exercise the rights granted to such person pursuant to the terms of such proxy in contravention of the provisions of sub paragraph (x) above.

Prior
to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary (a) an opinion of the Company's local
counsel (of recognized standing in such country and reasonably satisfactory to the Depositary) at the expense of the Company stating that (i) such action does not violate any local laws and
(ii) nothing in the proxy materials indicates any matter which under local law would be deemed to adversely affect the rights of the holders of Shares, and (b) a representation and
indemnity letter from the Company (executed by a senior officer of the Company) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that the
Company wishes such discretionary proxy to be given, (iii) certifying that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial
opposition exists or which may adversely affect the rights of holders of Shares or other Deposited Securities and (iv) agreeing to indemnify the Depositary and the Custodian and their
respective officers, directors and employees against, and hold each of them harmless from, any liability or expense (including fees and disbursements of counsel) which may arise out of or in
connection with any action of the Depositary or the Custodian in granting such discretionary proxy.

If,
at the time of a vote, for any reason the standing instructions deemed given herein would not be valid and binding on the Holders, or the Depositary is unable to obtain the legal
opinion or the
representation and indemnity letter above, the Depositary shall not vote the Shares or other Deposited Securities as to which specific instructions have not been received.

Legal Prohibitions. Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall not have any obligation to
take any action with respect to any meeting of holders of Shares or other Deposited Securities if the taking of such action violates U.S. laws. The Issuer agrees to take any and all actions reasonably
necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Shares or other Deposited Securities and to deliver to the Depositary an opinion of Issuer's U.S.
counsel addressing any actions requested to be taken if requested by the Depositary.

(18)Changes Affecting Deposited Securities.  Upon any change in nominal or par value, split-up,
cancellation, 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 replacement or otherwise in respect of, such Deposited Securities
shall, to the extent permitted by law, be treated as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit Agreement and applicable
law, evidence ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company's approval, and shall, if the Company shall so request, subject to
the terms of the Deposit Agreement and receipt of reasonably satisfactory documentation contemplated by the Deposit Agreement, execute and deliver additional Receipts as in the case of a stock
dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary
modifications to this Receipt, specifically describing such new Deposited Securities or corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully
distributed to some or all Holders, the Depositary may, with the Company's approval, and shall if the Company requests, subject to receipt of satisfactory legal documentation contemplated in the
Deposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate

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the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and taxes, in each case, to the extent permitted by the provisions of the Deposit Agreement) for
the account of the Holders otherwise entitled to such securities and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to
the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or any
Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

(19)Exoneration.  Neither the Depositary nor the Company shall be obligated to do or perform any act which is
inconsistent with the provisions of the Deposit Agreement or incur any liability (i) if the
Depositary, the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in,
doing or performing any act or thing required by the terms of the Deposit Agreement and this Receipt, by reason of any provision of any present or future law or regulation of the United States, The
Netherlands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any provision, present or future of the Articles of Association of
the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization,
expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise,
any discretion provided for in this Deposit Agreement or in the Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in
reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any
other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering,
right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of ADS or (v) for any
consequential or punitive damages for any breach of the terms of this Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and
its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or
parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

(20) Standard of Care.  The Company and its agents assume no obligation and shall not be subject to any liability under
the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, except that the Company and its agents agree to perform their obligations specifically set forth in the Deposit
Agreement without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or
Beneficial Owners or other persons, except that the Depositary and its agents agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The
Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any
vote, provided that any such action or omission is in good faith and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to determine
that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that
may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for

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allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company.

(21)Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time
resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 60th day after delivery
thereof to the Company, or (ii) 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 which notice shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the
appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the
Company shall use its best efforts 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 fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, upon payment of all sums due to it and on the written request
of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit
Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders
of all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its
appointment to such Holders. Any corporation into or with 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.

(22) Amendment, Supplement.  This Receipt and any provisions of the Deposit Agreement may at any time and from time to
time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders
or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than the charges of the Depositary in connection with foreign exchange control regulations,
and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however,
become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment or supplement shall have been given to the Holders of outstanding Receipts. The
parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on
Form F-6 under the Securities Act or (b) the ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or
increase any fees or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any
amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADS, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended
or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby,
except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require amendment
or supplement of the Deposit
Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement in such circumstances

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may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, or rules or regulations.

(23)Termination.  The Depositary shall, at any time at the written direction of the Company, terminate the Deposit
Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. If 60 days
shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a
written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit
Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for
such termination. On and after the date of termination of the Deposit Agreement, the Holder will, upon surrender of such Holders' ADSs at the Principal Office of the Depositary, upon the payment of
the charges of the Depositary for the surrender of ADSs referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon
payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall
remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the
distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under 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 Deposited Securities, subject to the
conditions and restrictions set forth in the Deposit Agreement, 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, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any
expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the
expiration of six months from the date of termination of the Deposit Agreement, 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, in an unsegregated account, without liability for interest for thepro ratabenefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement
with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the
charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or
governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement.

(24)Compliance with U.S. Securities Laws.  Notwithstanding any provisions in this Receipt or the Deposit Agreement to
the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.

(25)Certain Rights of the Depositary; Limitations.  Subject to the further terms and provisions of this
Article (25), the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary
may issue

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Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or
transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. In its
capacity as Depositary, the Depositary shall not lend Shares or Receipts; provided, however, that the Depositary may (i) issue Receipts prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including
Receipts which were issued under (i) above but for which Shares may not have been received (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts
in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such Pre-Release Transaction will be (a) accompanied by or subject to a
written agreement whereby the person or entity (the "Applicant") to whom Receipts or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the
Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of
such Shares or Receipts in its records and to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian,
(y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts and (z) agrees to any additional restrictions or requirements that
the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (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 Depositary
will normally limit the number of Receipts and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts outstanding (without giving effect
to Receipts outstanding under (i) above); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary
may also set limits with respect to the number of Receipts and Shares involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The
Depositary may retain for its own account any compensation received by it in
conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

(ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto  whose taxpayer
identification number is  and whose address including postal zip code is , the within
Receipt and all
rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said Receipt on the books of the
Depositary with full power of substitution in the premises.

|Dated:               |  | Name:                                                                                                                                                                                                                  
|-------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  | By:
  Title:                                                                                                                                                                                                           
|                     |  | NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
|SIGNATURE GUARANTEED |  |                                                                                                                                                                                                                        
|                     |  |                                                                                                                                                                                                                        

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EXHIBIT B

FEE SCHEDULE  DEPOSITARY FEES AND RELATED CHARGES

Allcapitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit
Agreement.

I.  Depositary Fees

The Holders and Beneficial Owners agree to pay the following fees of the Depositary:

|Service |                                                                                                                  | Rate |                                                                               | By Whom Paid
|------- | ---------------------------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------- | ------------
|(1)     | Issuance of ADSs upon, deposit of Shares (excluding issuances contemplated by paragraphs(3)(b) and (5) below).   |      | Up to $5.00 per 100 ADSs (or fraction thereof) issued.                        |             
|(2)     | Delivery of Deposited Securities, property and cash against surrender of ADSs.                                   |      | Up to $5.00 per 100 ADSs (or fraction thereof) surrendered.                   |             
|(3)     | Distribution of (a) cash dividend or (b) ADSs pursuant to stock dividends (or other free distribution of stock). |      | No fee, so long as prohibited by the exchange upon which the ADSs are listed. |             
|(4)     | Distribution of cash proceeds (i.e., upon sale of rights and other entitlements).                                |      | Up to $2.00 per 100 ADSs held.                                                |             
|(5)     | Distribution of ADSs pursuant to exercise of rights.                                                             |      | Up to $5.00 per 100 ADSs issued.                                              |             

II.  Charges. Holders and Beneficial Owners shall be responsible for the following charges:



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