Form of Deposit Agreement



 Exhibit 4.2 
  

 DEPOSIT AGREEMENT 
  

 by and among 
 EnergySolutions, Inc. 
 as Issuer 
 AND 
 Computershare Trust Company, N.A. 
 as Depositary, 
 AND 
 THE HOLDERS AND BENEFICIAL OWNERS 
 OF DEPOSITARY SHARES EVIDENCED BY 
 DEPOSITARY RECEIPTS ISSUED HEREUNDER 
  

 Dated as of November     , 2007 
  








 DEPOSIT AGREEMENT 
 DEPOSIT AGREEMENT, dated as of November     , 2007, by and among (i) EnergySolutions, Inc., a Delaware corporation, with registered office address at 423
West 300 South, Suite 200, Salt Lake City, Utah 84101, and its successors (the “Company”) (ii) Computershare Trust Company, N.A., acting in its capacity as depositary, registered office 250 Royall Street,
Canton, Massachusetts 02021 and any successor depositary, hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of Depositary Shares evidenced by Depositary Receipts issued hereunder
(all such capitalized terms as hereinafter defined). 
 WITNESSETH THAT: 
 WHEREAS, the Company desires to establish a DR facility with the Depositary to provide for the deposit of Primary Shares and Secondary Shares and
the creation of Depositary Shares, each of which shall represent a pro rata interest in the Primary Shares and Secondary Shares so deposited; and 
 WHEREAS, the Depositary is willing to act as the Depositary for such DR facility upon the terms set forth in this Deposit Agreement; and 
 WHEREAS, the Depositary Receipts evidencing the 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 Depositary Shares to
be issued pursuant to the terms of this Deposit Agreement have been approved for listing on the New York Stock Exchange; and 
 WHEREAS, the Board of Directors of the Company (or an authorized committee thereof) has duly approved the establishment of a DR 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, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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: 
 SECTION 1.1 “Affiliate” shall have the meaning assigned to such term by the Commission under Regulation C promulgated under the Securities Act. 
 SECTION 1.2 “Agent” shall mean such entity or entities as the Depositary may appoint under Section 7.8 hereof, including the
Custodian or any successor or addition thereto. 







 SECTION 1.3 “Article” shall refer to an article of the form of Receipt set out at
Exhibit A hereto. 
 SECTION 1.4 “Beneficial Owner” shall mean as to any DS, any person or entity having a beneficial
interest in any DSs. A Beneficial Owner need not be the Holder of the DR evidencing such DSs. A Beneficial Owner may exercise any rights or receive any benefits hereunder solely through the Holder of the DR(s) evidencing the DSs in which such
Beneficial Owner has an interest. 
 SECTION 1.5 “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not (a) a day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close and (b) a day on which the market(s) in which Receipts are traded
are closed. 
 SECTION 1.6 “Commission” shall mean the Securities and Exchange Commission of the United States or any
successor governmental agency in the United States. 
 SECTION 1.7 “Company” shall mean EnergySolutions, Inc., a
Delaware corporation. 
 SECTION 1.8 “Corporate Trust Office” when used with respect to the Depositary, shall mean the
corporate trust 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 1250 Royall Street, Canton, Massachusetts 02121. 

SECTION 1.9 “Custodian” shall mean, as of the date hereof, Computershare Shareholder Services, Inc., having its principal office at
1250 Royall Street, Canton, Massachusetts 02121, as the custodian for the purposes of this Deposit Agreement, and any other firm or corporation which may hereinafter be appointed by the Depositary pursuant to the terms of Section 5.5 hereof as
a successor or an additional custodian or custodians hereunder, as the context shall require. The term “Custodian” shall mean all custodians, collectively. 
 SECTION 1.10 “Deliver” and “Delivery” shall mean, when used in respect of 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 (except with respect to the Shares), as appropriate, including, without limitation, through DRS/Profile. With respect to DRS/Profile DRs, the terms
“execute,” “issue,” “register,” “surrender,” “transfer” or “cancel” refer to applicable entries or movements to or within DRS/Profile. 
 SECTION 1.11 “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. 
 SECTION 1.12 “Depositary” shall mean Computershare Trust Company,
N.A., a fully owned subsidiary of Computershare Shareholder Services, Inc., in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder. 
 SECTION 1.13 “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit
Agreement. The Deposited Securities shall consist of Secondary Shares and Primary Shares, and the ratio of Secondary Shares to Primary Shares shall be
                    . 
  

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 SECTION 1.14 “Depositary Share(s)” and “DS(s)” shall mean the securities
represented by 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 evidenced by the Depositary Receipts issued hereunder. Each
Depositary Share shall represent the right to receive (x)          of one Share included within Certificate No. 1 (or, in the case of the exercise of the Overallotment Option, Certificate
No. 3, if any), representing              Secondary Shares of the Company, and (y)          of one Share included within
Certificate No. 2 (or, in the case of the exercise of the Overallotment Option, Certificate No. 4, if any), representing              Primary Shares of the Company.

 SECTION 1.15 “Dollars” and “$” shall refer to the lawful currency of the United States. 
 SECTION 1.16 “DRS/Profile” shall mean the system for the uncertificated registration of ownership of securities pursuant to which
ownership of DSs is maintained on the books of the Depositary without the issuance of a physical certificate and transfer instructions may be given to allow for the automated transfer of ownership between the books of DTC and the Depositary.
Ownership of DSs held in DRS/Profile are evidenced by periodic statements issued by the Depositary to the Holders entitled thereto. 
 SECTION 1.17 “DS Record Date” shall have the meaning given to such term in Section 4.2 hereof. 
 SECTION 1.18
“DTC” shall mean The Depository Trust and Clearing Corporation, the central book-entry clearinghouse and settlement system for securities traded in the United States, and any successor thereto. 
 SECTION 1.19 “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as from time to time amended. 
 SECTION 1.20 “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. A Holder shall be deemed to have all requisite authority to act on behalf of those Beneficial Owners of the DRs registered in such Holder’s name. 
 SECTION 1.21 “Indemnified Person” and “Indemnifying Person” shall have the meaning set forth in Section 5.7. hereof.

 SECTION 1.22 “Overallotment Option” shall mean the option held by the underwriters to acquire Depositary Shares of the
Company pursuant to the underwriting agreement, dated November     , 2007, among the Company, the Selling Stockholder, and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities, Inc., and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters named therein. 
 SECTION 1.23 “Primary Shares” shall mean
Shares sold by the Company in its initial public offering on                     , 2007. 
 SECTION 1.24 “Receipt(s)”; “Depositary Receipt(s)”; and “DR(s)” shall mean the certificate(s) or statements issued
by the Depositary evidencing the 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. References to Receipts shall include
physical certificated Receipts as well as DSs issued through DRS/Profile, unless the context otherwise requires. 
  

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 SECTION 1.25 “Registrar” shall mean the Depositary or 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 transfer of Receipts as herein provided, shall include any co-registrar appointed by the Depositary for
such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. 
 SECTION 1.26
“Restricted DRs”; “Restricted DSs”; and “Restricted Shares” shall have the respective meanings set forth in Section 2.10 hereof. 
 SECTION 1.27 “Restricted Securities” shall mean Shares, or Depositary Shares representing such Shares, which (i) have been 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) are
held by an officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, Delaware, or under a
shareholders’ agreement, shareholders’ lock-up agreement or the Company’s By-laws 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 (x) covered by an effective resale registration statement or (y) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares are not, when held by such person,
Restricted Securities. 
 SECTION 1.28 “Secondary Shares” shall mean Shares sold by the Selling Stockholder in the
Company’s initial public offering on                     , 2007. 
 SECTION 1.29 “Securities Act” shall mean the United States Securities Act of 1933, as from time to time amended. 
 SECTION 1.30 “Selling Stockholder” shall mean ENV Holdings LLC, a Delaware limited liability company. 
 SECTION 1.31 “Shares” shall mean shares of common stock of the Company, par value $0.01 per share. References to Shares shall include
evidence of rights to receive Shares, whether or not stated in the particular instance; provided, however, that in no event shall Shares include evidence of rights to receive Shares with respect to which the full purchase price has not been
paid or Shares as to which pre-emptive rights have theretofore not been validly waived or exercised. 
 SECTION 1.32 “United
States” or “U.S.” shall mean the United States of America. 
 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. The Company hereby appoints the Depositary as exclusive 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 DSs (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 

  

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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 2.2 Form and Transferability of Receipts. 
 (a) Definitive Receipts 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 may be issued in denominations of any number of Depositary Shares. No definitive Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary. The Depositary shall maintain books on which each Receipt so executed
and delivered, in the case of definitive Receipts, and each Receipt issued through DRS/Profile, in either case as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts in certificated form bearing the manual or
facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and
delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts. 
 Notwithstanding anything
in this Deposit Agreement or in the form of Receipt to the contrary, the Depositary may, in its discretion, issue DRs (including Restricted DRs) in definitive form, and Holders of DRs (other than any Holders of Restricted DRs who shall be required
to hold DRs in definitive form) shall only be entitled to receive definitive Receipts, except and to the extent the Depositary has made definitive Receipts available at the expense of the Company (i) in its sole discretion or (ii) during a
continuous period lasting at least 14 days during which DTC ceases to operate as a book-entry clearing house and settlement system (other than by reason of holidays, statutory or otherwise). Holders and Beneficial Owners shall be bound by the terms
and conditions of this Deposit Agreement and of the form of Receipt, regardless of whether their Receipts are certificated or issued through book-entry registration. 
 (b) Legends. The DRs may be endorsed with, or have incorporated in the text thereof, such legends or recitals not inconsistent with the provisions of the Deposit Agreement as may be (i) necessary to enable
the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which DSs may be
traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular DRs or DSs are subject by reason of the date of issuance of the Deposited
Securities or otherwise, or (iv) required by any book-entry system in which the DSs are held. Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set
forth, in the case of Holders, on the DR registered in the name of the applicable Holders or, in the case of Beneficial Owners, on the DR representing the DSs owned by such Beneficial Owners. 
 (c) Subject to the limitations contained herein and in the form of Receipt, title to a Receipt (and to the DSs evidenced thereby), when properly endorsed
(in the case of certificated Receipts) or upon delivery to the Depositary of 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 treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or
to any notice provided for in this Deposit Agreement and for all other purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of a Receipt, unless such
holder is the Holder thereof. 
  

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 SECTION 2.3 Deposits. (a) Subject to the terms and conditions of this Deposit Agreement and
applicable law, Shares or evidence of rights to receive Shares (including Restricted Securities provided that any such Restricted Securities shall be held fully segregated from Shares otherwise deposited hereunder) 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 2.10 hereof). Every deposit of Shares shall be accompanied by the following: (A) in the case
of Shares issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (B) 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,
(C) 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 Depositary Shares
representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may include an opinion of counsel reasonably satisfactory to the Depositary provided at the cost of the person seeking to deposit Shares) that all
conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with the rules and regulations of, any applicable governmental agency in Delaware, and (E) if the Depositary so requires,
(i) 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 satisfactory to the Depositary or the Custodian and (ii) if the Shares are
registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered
in the name of the Depositary, the Custodian or any nominee. No Share shall be accepted for deposit unless accompanied by confirmation or such additional 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 Delaware and any necessary approval has been granted by any governmental body in Delaware, if
any, which is then performing the function of the regulator of currency exchange. Without limitation of the foregoing and subject to Section 2.10 hereof, 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 other Deposited Securities the
deposit of which would violate any provisions of the Certificate of Incorporation and By-laws of the Company. The Depositary shall use commercially reasonable efforts to comply with reasonable written instructions of the Company that the Depositary
shall not accept for deposit hereunder any Shares specifically identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with
the securities laws in the United States and other jurisdictions; provided that the Company shall indemnify the Depositary and the Custodian for any claims and losses arising from not accepting the deposit of any Shares identified in the
Company’s instructions. 
 (b) As soon as practicable after receipt of any permitted deposit hereunder and compliance with the
provisions of this Deposit Agreement, the Custodian shall present the Shares so deposited, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped, to the Registrar for transfer and registration of the Shares
(as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the 

  

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Depositary, the Custodian or a nominee of either. 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 for the account of the Holders and Beneficial Owners, at such place or places as the Depositary or the Custodian shall determine. 
 SECTION 2.4 Execution and Delivery of Receipts. After the deposit of any Shares pursuant to Section 2.3 hereof, the Custodian shall notify
the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of Depositary Shares to be evidenced thereby. Such notification shall be made by
letter, first class airmail postage prepaid, or, at the request, risk and expense of the person making the deposit, by cable, telex, SWIFT, facsimile or electronic transmission. After receiving such notice from the Custodian, the Depositary, subject
to this Deposit Agreement (including, without limitation, the payment by the Company of the fees, expenses, taxes and other charges owing hereunder), shall issue the DSs representing the Shares so deposited to or upon the order of the person or
persons named in the notice delivered to the Depositary and shall execute and deliver a Receipt registered in the name or names requested by such person or persons evidencing in the aggregate the number of Depositary Shares to which such person or
persons are entitled. 
 SECTION 2.5 Transfer of Receipts; Combination and Split-up of Receipts. 
 (a) Transfer. The Depositary, or, if a Registrar (other than the Depositary) for the Receipts shall have been appointed, the Registrar, subject to
the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its books, upon surrender at the Corporate Trust Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney,
properly endorsed in the case of a certificated Receipt or accompanied by, or in the case of DRS/Profile Receipts receipt by the Depositary of, 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 and any other applicable law. 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 5.8 hereof and Article (9) of the Depositary Receipt, the Depositary shall execute 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 Depositary Shares as those evidenced by the Receipts surrendered. 
 (b) Combination and 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 5.8 hereof and Article (9) of the Depositary Receipt, execute and deliver a new Receipt or Receipts for any authorized number of Depositary Shares requested, evidencing the same aggregate
number of Depositary Shares as the Receipt or Receipts surrendered. 
 (c) Co-Transfer Agents. The Depositary may 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, in each case to the same extent as the Depositary. Such co-transfer agents may be removed and
substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.5 (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. 
  

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 (d) At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated
Receipt with a Receipt issued through DRS/Profile, or vice versa, execute and deliver a certificated Receipt or DRS/Profile statement, as the case may be, for any authorized number of DSs requested, evidencing the same aggregate number of DSs as
those evidenced by the certificated Receipt or DRS/Profile statement, as the case may be, substituted. 
 SECTION 2.6 Surrender of
Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Corporate Trust Office of the Depositary, of 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 5.8 hereof and Article (9) of the Depositary Receipt) 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 By-laws and any other provisions of or governing the Deposited Securities
and other applicable laws, the Holder of such Depositary Shares shall be entitled to Delivery, to him or upon his order, of the Deposited Securities at the time represented by the Depositary Shares so surrendered. Depositary Shares may be
surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such Depositary Shares (if held in certificated form) or by book-entry delivery of such Depositary Shares 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) at the designated office of the Custodian (subject to Sections 2.7, 3.1, 3.2 and 5.8 hereof, and to
the other terms and conditions of this Deposit Agreement, to the Company’s By-laws, to the provisions of or governing the Deposited Securities and to 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, the Deposited Securities represented by such Depositary Shares, together with any certificate or other proper documents of or relating to title of the Deposited
Securities as may be legally required, as the case may be, to or for the account of such person. 
 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 Corporate Trust 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. Upon receipt by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the
Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the
time be held by the Depositary. 
 SECTION 2.7 Limitations 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, subdivision, 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 Company on behalf
of any depositor of 

  

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Shares or presenter of the Receipt (or with respect to the surrender of any Receipt or withdrawal of any Deposited Securities, 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 5.8 hereof and Article (9) of the Depositary Receipt, or as separately agreed from time to time between the Company and the
Depositary, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 hereof and (iii) compliance with (A) any laws or governmental
regulations relating to the execution and delivery of Receipts or Depositary Shares or to the withdrawal or delivery of Deposited Securities and (B) such reasonable regulations as the Depositary may establish consistent with the provisions of
this Deposit Agreement and applicable law. 
 (b) Additional Limitations. The issuance of DSs against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the issuance of DSs 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 Depositary 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. 
 SECTION 2.8 Lost Receipts, etc. To the
extent the Depositary has issued Receipts in physical certificated form, in case any Receipt shall be mutilated, destroyed, lost or stolen, unless the Depositary has notice that such DR has been acquired by a bona fide purchaser, subject to
Section 5.8 hereof, the Depositary shall execute and deliver a new Receipt (which, in the discretion of the Depositary may be issued through DRS/Profile unless specifically requested otherwise) in exchange and substitution for such mutilated
Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Holder
thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond in form
and amount acceptable to the Depositary and (b) satisfied any other reasonable requirements imposed by the Depositary. 
 SECTION 2.9
Cancellation and Destruction of Surrendered Receipts; Maintenance of Records. All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled in accordance with
its customary practices. Cancelled Receipts shall not be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose. 
 SECTION 2.10 Restricted DSs. The Depositary shall, at the request and expense of the Company, establish procedures enabling the deposit hereunder of Shares that are Restricted Securities in order to enable the
holder of such Shares to hold its ownership interests in such restricted Shares in the form of DSs issued under the terms hereof (such Shares, “Restricted Shares”). Restricted DSs shall only be issued in physical form,
registered in the name of the Holder of Restricted DSs. Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted
Shares and the issuance of DSs representing such deposited Restricted Shares (such DSs, the “Restricted DSs,” and the DRs evidencing such Restricted DSs, the “Restricted DRs”). The Company shall assist
the Depositary in the 

  

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establishment of such procedures and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to insure that the
establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted DSs may be required prior to the deposit of such
Restricted Shares, the transfer of the Restricted DRs and the Restricted DSs evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted DSs to provide such written certifications or agreements as the Depositary or the
Company may require. The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted DRs, which legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the specific
circumstances under which the Restricted DRs and the Restricted DSs represented thereby may be transferred or the Restricted Shares withdrawn. The Restricted DSs issued upon the deposit of Restricted Shares shall be separately identified on the
books of the Depositary and the Restricted Shares so deposited shall be held separate and distinct from the other Deposited Securities held hereunder. The Restricted DSs shall not be eligible for inclusion in any book-entry settlement system,
including, without limitation, DTC, and shall not in any way be fungible with the DSs issued under the terms hereof that are not Restricted DSs. The Restricted DRs and the Restricted DSs evidenced thereby shall be transferable only by the Holder
thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by this Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, the conditions
upon which the Restricted DR presented is, and the Restricted DSs evidenced thereby are, transferable by the Holder thereof under applicable securities laws and the transfer restrictions contained in the legend set forth on the Restricted DR
presented for transfer. Except as set forth in this Section 2.10 and except as required by applicable law, the Restricted DRs and the Restricted DSs evidenced thereby shall be treated as DRs and DSs issued and outstanding under the terms of the
Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted DSs, any conflict arises between (a) the terms of this Deposit Agreement (other than this Section 2.10) and
(b) the terms of (i) this Section 2.10 or (ii) the applicable Restricted DR, the terms and conditions set forth in this Section 2.10 and of the Restricted DR shall be controlling and shall govern the rights and obligations
of the parties to this Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted DSs and Restricted DRs. 
 If any of
the Restricted DRs, the Restricted DSs and the Restricted Shares are no longer Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, that such
Restricted DRs, Restricted DSs and Restricted Shares are not as of such time Restricted Securities, and (y) instructions from the Company to remove the restrictions applicable to such Restricted DRs, Restricted DSs and the Restricted Shares,
shall (i) eliminate the distinctions and separations between such Restricted Shares held on deposit under this Section 2.10 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares,
(ii) treat such newly unrestricted DRs and DSs on the same terms as, and fully fungible with, the other DRs and DSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted DRs or Restricted DSs, (iii) take
all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.10 between such Restricted DRs and Restricted DSs, respectively, on the one hand, and the other DRs and DSs that are not
Restricted DRs or Restricted DSs, respectively, on the other hand. 
 ARTICLE III. 
 CERTAIN OBLIGATIONS OF HOLDERS 
 AND
BENEFICIAL OWNERS OF RECEIPTS 
 SECTION 3.1 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 or the Custodian such proof of citizenship 

  

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or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of DSs
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 as the Depositary may 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 the delivery of any
Deposited Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and
the Company’s satisfaction. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. 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 3.2 Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the
Depositary or the Custodian with respect to any DR or any Deposited Securities or Depositary Shares, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners
shall be deemed liable therefor. 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 proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In
addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue DSs, to deliver DRs, register the transfer, split-up or combination of DRs and 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 each of their respective agents, officers,
directors, 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.
The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

 SECTION 3.3 Representations and Warranties on Deposit of Shares. Each depositor 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 were 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, (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 Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated by Section 2.10 hereof) and (v) 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 Depositary Shares in respect thereof and the transfer of such
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. 
  

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 SECTION 3.4 Compliance with Information Requests. Notwithstanding any other provision of this
Deposit Agreement, the By-laws of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant
Delaware law, any applicable law of the United States, the By-laws of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such By-laws, the requirements of any markets or exchanges upon which the Shares, DSs or
Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the DSs or Receipts may be transferred, and (b) be bound by and subject to applicable provisions of the laws of Delaware, the By-laws of the
Company and the requirements of any markets or exchanges upon which the DSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the DSs, Receipts or Shares may be transferred, to the
same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made. The Depositary agrees to use its reasonable efforts to
forward upon the request of the Company, and 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. 
 ARTICLE IV. 
 THE DEPOSITED
SECURITIES 
 SECTION 4.1 Cash 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, received in Dollars, the Depositary will distribute promptly the
amount thus received (net of taxes and governmental charges withheld) to the Holders of record as of the DS Record Date in proportion to the number of Depositary Shares held by such Holders respectively as of the DS Record Date. The Depositary shall
distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Holders entitled thereto. 

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 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. The Depositary shall forward to
the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, such reports necessary to obtain benefits under the applicable
tax treaties for the Holders and Beneficial Owners of Receipts. 
 SECTION 4.2 Fixing of Record Date. 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, the Depositary shall fix a record date (the “DS Record
Date”), as close as practicable to the record date fixed by the Company with respect to the Shares, for the determination of the Holders 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 Depositary
Share. Subject to applicable law and the provisions of Section 4.1 hereof and to the other terms and conditions of this Deposit Agreement, only the 

  

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Holders of record at the close of business in New York on such DS 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 4.3 Voting of Deposited Securities. Subject
to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary
shall fix the DS Record Date in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the
request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting) and at the Company's expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic
mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute to Holders as of the DS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a
statement that the Holders at the close of business on the DS Record Date will be entitled, subject to any applicable law, the Company’s Certificate of Incorporation and By-laws and the provisions of or governing the Deposited Securities (which
provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Depositary
Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of Depositary Shares representing an integral number of Shares or other Deposited
Securities. Upon the timely receipt of written instructions of a Holder of Depositary Shares on the DS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted
under applicable law, the provisions of this Deposit Agreement, the Company’s By-laws and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or
by proxy) represented by Depositary Shares evidenced by such Receipt in accordance with such voting instructions. 
 Neither the Depositary
nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum
or otherwise, the Shares or other Deposited Securities represented by DSs except pursuant to and in accordance with such written instructions from Holders. 
 There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting
instructions to the Depositary in a timely manner. 
 Notwithstanding the above, save for applicable provisions of the law of Delaware, and
in accordance with the terms of Section 5.3 hereof, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of any such
vote. 
 SECTION 4.4 Available 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 100 F Street, N.E., Washington D.C. 20549, U.S.A.

 SECTION 4.5 Reports. The Depositary shall make available during normal business hours on any Business Day for inspection by Holders
at its Corporate Trust Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a)

  

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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 Company agrees to provide to the Depositary, at the Company’s expense, all documents that it provides to the Custodian. The Depositary shall, at the expense of the Company and in
accordance with Section 5.6 hereof, also mail by regular, ordinary mail delivery or by electronic transmission (if agreed by the Company and the Depositary) and unless otherwise agreed in writing by the Company and the Depositary, to Holders
copies of such reports when furnished by the Company pursuant to Section 5.6 hereof. 
 SECTION 4.6 List of Holders. Promptly
upon written request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and holdings of Depositary Shares by all persons in whose names Receipts are registered on
the books of the Depositary. 
 SECTION 4.7 Taxation; Withholding. 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 necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the
Company and its agents may, but shall not be obligated to, 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. Holders and Beneficial Owners of 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 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. 
 The Company shall remit to the appropriate governmental authority or agency any amounts required to be withheld by the Company and owing to such
governmental authority or agency. Upon any such withholding, the Company shall remit 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: (i) any taxes withheld by it; (ii) any taxes withheld by the
Custodian, subject to information being provided to the Depositary by the Custodian; and (iii) any taxes withheld by the Company, subject to information being provided to the Depositary 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. 
 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 charge which the Depositary is obligated to withhold, the Depositary shall withhold the amount required to be withheld and may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or charges and the Depositary shall distribute the net proceeds of any such sale
after deduction of such taxes or charges to the Holders entitled thereto in proportion to the number of Depositary Shares held by them respectively. 
  

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 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 Depositary Shares. 
 ARTICLE V. 
 THE DEPOSITARY, THE
CUSTODIAN AND THE COMPANY 
 SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of this
Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, 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 Depositary or the Registrar as applicable, 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 Depositary’s or 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 Depositary or the Registrar, as applicable, 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 connection with the performance
of its duties hereunder. 
 If any Receipts or the 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 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. 
 If any Receipts or the Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or
refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this
Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the
extent that the Company may lawfully do so. 
 SECTION 5.2 Exoneration. Neither the Depositary, the Custodian or the Company shall be
obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents 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 

  

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law or regulation of the United States or any state thereof 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 Company’s Certificate of Incorporation or By-laws 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 Company’s Certificate of Incorporation or By-laws or provisions of or governing
Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents 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 Depositary Shares or
(v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. 
 The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion 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 5.3 Standard of Care. The Company and the Depositary and their
respective agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or any Receipts to any Holder(s) or Beneficial Owner(s) or other persons, except in accordance with Section 5.7 hereof, provided, that
the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in this Deposit Agreement or the applicable DRs without gross 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 expenses (including fees and disbursements of counsel) and liabilities 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 effects of any vote. 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 DSs, 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, or for any action or non action by it in reliance upon the opinion, advice of 

  

 16 








 
or information from legal counsel, accountants, any person representing Shares for deposit, any Holder or any other person believed by it in good faith to be
competent to give such advice or information. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with
any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or bad faith
while it acted as Depositary. 
 SECTION 5.4 Resignation 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 90th day after delivery thereof to the Company (whereupon the
Depositary shall, in the event no successor depositary has been appointed by the Company, 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, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary
from time to time shall be paid to the Depositary prior to such resignation. 
 The Company shall use reasonable efforts to appoint such
successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this paragraph. In the event that notice of the appointment of a
successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. 
 The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the
90th 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, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to
time shall be paid to the Depositary prior to such removal. 
 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 5.7 and 5.8 hereof), (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. 
  

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 SECTION 5.5 The Custodian. 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 Deposited Securities 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. 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 entity to act as 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 the Deposited Securities. After any such change, the Depositary shall give notice thereof in writing to all Holders. 
 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 5.6 Notices 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, 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 English 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 Company’s By-laws 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) English language versions 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) English language versions of the Company’s annual and other reports prepared in accordance with the
applicable requirements of the Commission. 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 by any other means as agreed between the Company and the
Depositary (at the Company’s expense) or make such notices, reports and other communications available for inspection by all Holders, provided, that, the Depositary shall have received evidence sufficiently satisfactory to it, including in the
form of an opinion of local and/or U.S. counsel or counsel of other applicable jurisdiction, furnished at the expense of the Company, as the Depositary in its discretion so requests, that the distribution of such notices, reports and any such other
communications to Holders from time to time is valid and does not or will not infringe any local, U.S. or other applicable jurisdiction regulatory restrictions or requirements if so distributed and made available to Holders. The Company will timely
provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. The Company has delivered to the Depositary and the
Custodian a copy of the Company’s By-laws 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 the 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. 
  

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 The Depositary will make available a copy of any such notices, reports or communications issued by the
Company and delivered to the Depositary for inspection by the Holders of the Receipts evidencing the Depositary Shares representing such Shares governed by such provisions at the Depositary’s Corporate Trust Office, at the office of the
Custodian and at any other designated transfer office. 
 SECTION 5.7 Indemnification. The Company agrees to indemnify the Depositary,
any Custodian and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct losses, liabilities, taxes, costs, demands and any charges or expenses of any kind whatsoever
(including, but not limited to, reasonable attorney’s fees and expenses and, in each case, fees and expenses of counsel, in each case, irrevocable value added tax and any similar tax charged or otherwise imposed in respect thereof)
(collectively referred to as “Losses”) which the Depositary or any agent thereof may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under
this Agreement or that may arise (a) out of or in connection with any offer, issuance, sale, resale, transfer, deposit or withdrawal of Receipts, Depositary Shares, the Shares, or other Deposited Securities, as the case may be, (b) out of
or in connection with any offering documents in respect thereof or (c) out of or in connection with 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 Depositary Shares, the Shares, or any Deposited Securities, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees,
agents and Affiliates, except to the extent any such Losses are due to the gross negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates; provided, however, that the
foregoing indemnity shall not apply or be of any effect to the extent any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission of information in any document or other conveyance
of information in connection with the offer, issuance, sale, resale, transfer, deposit or withdrawal of any Receipts, Depositary Shares, Shares, or other Deposited Securities made in reliance upon and in conformity with information regarding the
Depositary provided by the Depositary. The Depositary agrees to indemnify the Company and any of its respective directors, officers, employees, agents and Affiliates against and hold each of them harmless from any direct Losses which may arise out
of acts performed or omitted to be performed by the Depositary due to the gross negligence or bad faith of the Depositary or any of their respective directors, officers or employees, agents and/or Affiliates. In no event shall the Depositary or any
of its directors, officers, employees, agents and/or Affiliates be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. 
 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 Person’s rights to 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 under 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. 
  

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 The obligations set forth in this Section shall survive the termination of this Deposit Agreement and the
succession or substitution of any party hereto. 
 SECTION 5.8 Fees and Charges of Depositary. The Company, the Holders, the
Beneficial Owners, and persons surrendering DSs for cancellation and withdrawal of Deposited Securities shall be required to pay to the Depositary the Depositary’s fees and related charges identified as payable by them respectively as provided
for under Article (9) of the Depositary Receipt. All fees and charges so payable may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of fees and charges payable by Holders and
Beneficial Owners, only in the manner contemplated in Section 6.1 hereof. 
 The Depositary and the Company may reach separate agreement
in relation to the payment of any additional remuneration to the Depositary in respect of any exceptional duties which the Depositary finds necessary or desirable and agreed by both parties in the performance of its obligations hereunder and in
respect of the actual costs and expenses of the Depositary in respect of any notices required to be given to the Holders in accordance with Article (20) of the Depositary Receipt. 
 In connection with any payment by the Company to the Depositary: 
  

	 	(i)	all fees, taxes, duties, charges, costs and expenses which are payable by the Company shall be paid or be procured to be paid by the Company (and any such amounts which are paid by
the Depositary shall be reimbursed to the Depositary by the Company upon demand therefor); 

  

	 	(ii)	such payment shall be subject to all necessary applicable exchange control and other consents and approvals having been obtained. The Company undertakes to use its reasonable
endeavours to obtain all necessary approvals that are required to be obtained by it in this connection; and 

  

	 	(iii)	the Depositary may request, in its sole but reasonable discretion after reasonable consultation with the Company, an opinion of counsel regarding U.S. law, the laws of Delaware or
of any other relevant jurisdiction, to be furnished at the expense of the Company, if at any time it deems it necessary to seek such an opinion of counsel regarding the validity of any action to be taken or instructed to be taken under this
Agreement. 

 The Company agrees to promptly pay to the Depositary such other fees, charges and expenses and to reimburse the
Depositary for such properly documented 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. 
 All payments by the Company to the Depositary under this Section 5.8 shall be paid without
set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Delaware or by any
department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. 
  

 20 








 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 5.9 Restricted Securities Owners/Ownership Restrictions. From time to time or
upon the reasonable request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall
update that list on a regular basis. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the
knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.10 hereof) and, to the extent practicable, shall require each
of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.10 hereof). Each Holder and Beneficial Owner acknowledges and agrees that each
Receipt, and the terms upon which it is held by such Holder or Beneficial Owner, are subject to the Company’s Certificate of Incorporation and By-laws, and that so long as the Company’s Certificate of Incorporation or By-laws provide a
means by which the Company may require Holders or Beneficial Owners to take certain actions with respect to their holdings, beneficial ownership or control over the Company’s securities, such Holders or Beneficial Owners will be bound by such
obligations. The Company and the Depositary may implement such other procedures as necessary in order to conform the rights and responsibilities of Holders or Beneficial Owners to ensure monitoring, compliance and enforcement of the Company’s
Certificate of Incorporation or By-laws. The Company shall, in accordance with Article (23) of the Depositary Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and
Beneficial Owners may be subject to by reason of the number of Depositary Shares held under the Certificate of Incorporation or By-laws of the Company or applicable Delaware law, as such restrictions may be in force from time to time. 
 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 pursuant to the Company’s By-laws, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented
by the DRs 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 Company’s Certificate of Incorporation and By-laws; provided that any such measures
are practicable and can be undertaken without undue burden or expense. The Depositary shall have no liability for any actions taken in accordance with such instructions. 
 ARTICLE VI. 
 AMENDMENT AND TERMINATION 
 SECTION 6.1 Amendment/Supplement. Subject to the terms and conditions of this Section 6.1 and applicable law, the Receipts outstanding at any
time, the provisions of this Deposit Agreement and the form of Receipt attached hereto and to be issued under the terms hereof 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 and not materially prejudicial to the Holders without the 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 payable by 

  

 21 








 
Holders or Beneficial Owners), 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 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 the Depositary Shares or the 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 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 6.2 Termination. On December     ,
2007, this Deposit Agreement shall terminate. Each Holder of Receipts on such date shall be credited with a number of Shares equal to the number of Depositary Shares held by such Holder on that date, such Shares shall consist of the number of
Primary Shares and Secondary Shares represented by the Depositary Shares held by such Holder and the Depositary Shares will be canceled. 
 Notwithstanding the foregoing, the Depositary may, 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 15
Business Days prior to the date fixed in such notice for such termination, provided that, the Depositary shall be reimbursed by the Company for any amounts, fees, costs or expenses owed to it in accordance with the terms of this Deposit Agreement
and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 15 Business 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 Section 5.4 hereof, the Depositary may terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 15 Business
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 Corporate Trust Office of the Depositary, upon the payment of the charges of
the Depositary for the surrender of Receipts referred to in Section 2.6 hereof 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 or other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and
restrictions set forth in Section 2.6 

  

 22 








 
hereof, 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). 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 hereunder. 
 ARTICLE VII. 
 MISCELLANEOUS 
 SECTION 7.1 Counterparts. 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 7.2 No 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 hereto 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 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 7.3 Severability. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal 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 7.4 Holders and Beneficial Owners as Parties; Binding Effect. The Holders and Beneficial Owners from time to time of Depositary Shares
shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any Receipt by acceptance hereof or any beneficial interest therein. 
 SECTION 7.5 Notices. Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by
mail, air courier or cable, telex, facsimile transmission or electronic transmission, confirmed by letter, addressed to EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, Attention: General Counsel, facsimile:
+1 801 321-0453, 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, facsimile transmission or by electronic transmission (if agreed by the Company and the Depositary), at the Company’s
expense, unless otherwise agreed in writing between the Company and the Depositary, confirmed by letter, addressed to Computershare Trust Company, N.A. c/o Computershare Shareholder Services, 250 Royall Street, Canton, Massachusetts 02021,
Attention: General Counsel, facsimile: +1 781 575-4210, or to any other address which the Depositary may specify in writing to the Company. 
  

 23 








 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, facsimile transmission or by electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense, unless otherwise agreed in writing between the Company and the Depositary,
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, facsimile or electronic 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, facsimile or electronic 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, facsimile or electronic transmission received by it from the other or from any Holder, notwithstanding that such cable, telex, facsimile or electronic transmission shall not
subsequently be confirmed by letter as aforesaid, as the case may be. 
 SECTION 7.6 Governing 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 this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have non-exclusive 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 provisions of this Section 7.6 shall
survive any termination of this Deposit Agreement, in whole or in part. 
 SECTION 7.7 Assignment. Subject to the provisions of
Section 5.4 hereof, this Deposit Agreement may not be assigned by either the Company or the Depositary. 
 SECTION 7.8 Agents.
The Depositary shall be entitled, in its sole but reasonable discretion, to appoint one or more agents (the “Agents”) of which it shall have control for the purpose, inter alia, of making distributions to the Holders
or otherwise carrying out its obligations under this Agreement. 
 SECTION 7.9 Exclusivity. The Company agrees not to appoint any
other depositary for the issuance or administration of depositary receipts evidencing any class of stock of the Company so long as Computershare Trust Company, N.A. is acting as Depositary hereunder. 
 SECTION 7.10 Titles. All references in this Deposit Agreement to exhibits, Articles, sections, subsections, and other subdivisions refer to the
exhibits, Articles, sections, subsections and other 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 DSs 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.

  

 24 








 IN WITNESS WHEREOF, ENERGYSOLUTIONS, INC. and COMPUTERSHARE TRUST COMPANY, 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 Depositary Shares evidenced by Receipts issued in accordance with the terms hereof.

  

			
	ENERGYSOLUTIONS, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	COMPUTERSHARE TRUST COMPANY N.A.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A-1 








 EXHIBIT A 
  

					
	 Number
	 		 	CUSIP
		
		 	 Depositary Shares
 (Each Depositary Share representing
 One Fully Paid Share of Common Stock)


 [FORM OF FACE OF RECEIPT] 
 DEPOSITARY RECEIPT 
 for 
 DEPOSITARY SHARES 
 representing 
 DEPOSITED SHARES OF COMMON STOCK 
 of

 ENERGYSOLUTIONS, INC. 
 (Incorporated under the laws of Delaware) 
 COMPUTERSHARE TRUST COMPANY, N.A., as depositary (herein called the
“Depositary”), hereby certifies that                          is the owner of
                         Depositary Shares (hereinafter “DS”), representing deposited shares of
common stock, each of Par Value of $0.01, including evidence of rights to receive such shares (the “Shares”) of EnergySolutions, Inc., a company incorporated under the laws of Delaware (the
“Company”). As of the date of the Deposit Agreement (hereinafter referred to), each Depositary Share represents the right to receive (x)      of one Share included within Certificate No. 1
(or, in the case of the exercise of the Overallotment Option, Certificate No. 3, if any), representing                      Secondary
Shares of the Company, and (y)      of one Share included within Certificate No. 2 (or, in the case of the exercise of the Overallotment Option, Certificate No. 4, if any), representing
                     Primary Shares of the Company. The Depositary’s Corporate Trust Office is located at 250 Royall Street, Canton,
Massachusetts 02021. 
 (1) The Deposit Agreement. This Depositary Receipt is one of an issue of Depositary Receipts
(“Receipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of November     , 2007 (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, other securities, property and cash are herein called “Deposited Securities”). Copies of the Deposit
Agreement are on file at the Corporate Trust Office of the Depositary and the Custodian. 
  

 A-2 








 Each Holder and each Beneficial Owner, upon acceptance of any DSs (or any interest therein) issued in
accordance with the terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and applicable DR(s), 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 the Deposit Agreement and the applicable DR(s), 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 the Deposit Agreement and the applicable DR(s), the taking of such actions to be the conclusive determinant of the necessity and
appropriateness thereof. 
 The statements made on the face and reverse of this Receipt are derived from the relevant provisions of the
Deposit Agreement and the Company’s By-laws (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 Depositary Shares into DTC. Each Beneficial Owner of 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
Depositary Shares. The Receipt evidencing the Depositary Shares held through DTC will be registered in the name of a nominee of DTC. So long as the 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 Corporate Trust Office of the
Depositary, of DSs 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 Section 5.8 of the Deposit Agreement and Article (9) hereto) 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 By-laws, Article (22) of this Receipt and the provisions of or governing the Deposited Securities and other applicable laws, the Holder of the Depositary Shares evidenced hereby is entitled to delivery, to him or
upon his order, of the Deposited Securities represented by the DS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered in certificated form or, except for Shares, by electronic delivery. DS may
be surrendered for the purpose of withdrawing Deposited Securities by delivery of a Receipt evidencing such DS (if held in registered form) or by book-entry delivery of such DS 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) at the designated office of the Custodian (subject to the terms and conditions of the Deposit
Agreement, to the Company’s By-laws, and to 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, the Deposited Securities represented by such DSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof 

  

 A-3 








 
(if available) as the case may be to or for the account of such person. The Depositary may make delivery to such person or persons at the Corporate Trust
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.

 (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 books, upon surrender at the Corporate Trust 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, of Delaware and of any other applicable
jurisdiction. Subject to the terms and conditions of the Deposit Agreement, including payment of the applicable fees and expenses incurred by, 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 DSs 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 upon payment of the applicable fees and charges of the Depositary, and subject to the terms and conditions of the Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts for any authorized number of DSs requested, evidencing the same aggregate number of DSs 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 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 DSs 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 issuance of DSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the
issuance of DSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period
when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, 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 Shares 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 (22) hereof. Notwithstanding any provision of the Deposit Agreement or this Receipt to the contrary, the Holders of Receipts are entitled to surrender outstanding DSs to withdraw
the Deposited Securities at any time subject only to (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 

  

 A-4 








 
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, 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 DSs represented hereby agrees to comply with requests from the Company pursuant to the laws of Delaware, the rules
and requirements of National Association of Securities Dealers and any other stock exchange on which the Shares are, or will be registered, traded or listed, the Company’s By-laws, which are made to provide information as to the capacity
in which such Holder or Beneficial Owner owns DSs and regarding the identity of any other person interested in such DSs 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 forward any such requests to the Holders and to forward to the Company any such responses to such requests received by the Depositary. 
 (6) Liability of Holder for Taxes, Duties and Other Charges. If any tax or other governmental charge shall become payable by the Depositary or the
Custodian with respect to any Receipt or any Deposited Securities or DSs, 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 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, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue DSs, to
deliver Receipts, register the transfer, split-up or combination of DRs and (subject to Article (22) 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 each of their respective agents, directors, 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. 
 (7) 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 duly authorized, validly issued, fully paid,
non-assessable and were 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, (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 Depositary Shares issuable upon such deposit will not be, Restricted Securities
(except as contemplated by Section 2.10 of the Deposit Agreement) and (v) 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 and the issuance, cancellation and transfer of DSs. 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. 
 (8) 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 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 DSs and Deposited Securities, compliance with applicable laws 

  

 A-5 








 
and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary 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 (22) 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 certifications are executed, or such representations and warranties made, or such information and documentation are provided. 
 (9) Charges of Depositary. The Depositary shall charge to any person surrendering DSs for cancellation and withdrawal of Deposited Securities
including, inter alia, cash distributions made pursuant to a cancellation or withdrawal, a fee not in excess of U.S. $5.00 per 100 DSs (or fraction thereof) so surrendered; provided, however, that in connection with a termination of the DR
facility the charge to holders of DSs shall be no more than US $2.50 per 100 DSs (or fraction thereof). 
 In addition, any depositor
depositing Shares for deposit and any person surrendering DSs for cancellation and withdrawal of Deposited Securities will be required to pay 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 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, respectively; 
 (iii) such cable, telex, facsimile and electronic transmission and delivery expenses as are expressly provided in the Deposit Agreement to
be at the expense of the depositor depositing or person withdrawing Shares or Holders and Beneficial Owners of DSs; and 
 (iv) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, DSs and DRs. 
 Any other fees and charges of, and expenses incurred by, the Depositary shall be for the account of the Company unless otherwise agreed between the
Company and the Depositary in writing from time to time. All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial
Owners, only in the manner contemplated by Article (20) of this Receipt. 
 (10) 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 DS evidenced hereby) is transferable by delivery of the Receipt, provided it has been properly
endorsed or accompanied by proper instruments of transfer, such Receipt being a certificated security under the laws of the State of New York. Notwithstanding any notice to the contrary, the Depositary may deem and treat the Holder of this Receipt
(that is, the person in whose name this Receipt is registered on the books of the Depositary) as the absolute owner hereof for all purposes. The Depositary shall have no obligation or be subject to any liability under the Deposit Agreement or this
Receipt to any holder of this Receipt or any Beneficial Owner unless such holder is the Holder of this Receipt registered 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. 
  

 A-6 








 (11) Validity of Receipt. This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or enforceable for any purpose, unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) if a Registrar for the Receipts
shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar and (iv) registered in the books maintained by the Depositary or the Registrar, as applicable, for the issuance and
transfer of Receipts. Receipts bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be,
shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the execution and delivery of such Receipt by the Depositary or did not hold such office on the date of issuance of such Receipts.

 (12) 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 100 F Street, N.E., Washington D.C.
20549. The Depositary shall make available during normal business hours on any Business Day for inspection by Holders at its Corporate Trust 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 or the Registrar, as applicable, 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 Depositary’s or 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 the Deposit Agreement or the Receipts. 
  


 A-7 








 The Depositary or the Registrar, as applicable, 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
(22) hereof. 
  

					
	Dated:	 	 COMPUTERSHARE TRUST COMPANY, N.A.,
 as Depositary

			
		 	By:	 	  

			
		 	By:	 	  


 The address of the Corporate Trust Office of the Depositary is 250 Royall Street, Canton,
Massachusetts 02021, U.S.A. 
  

 A-8 








 [FORM OF REVERSE OF RECEIPT] 
 SUMMARY OF CERTAIN ADDITIONAL PROVISIONS 
 OF THE DEPOSIT AGREEMENT 
 (13) Fixing of Record Date. Whenever necessary in connection with 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 DS, 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, the Depositary shall fix a record date (“DS Record Date”), as close as practicable to the record date fixed by the Company with respect to the Shares, for the
determination of the Holders 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 DS. Subject to applicable law and the terms and conditions of this Receipt and the Deposit Agreement, only the Holders of
record at the close of business in New York on such DS Record Date shall be entitled to receive such distributions, to give such voting instructions, to receive such notice or solicitation, or otherwise take action. 
 (14) Voting of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to
vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the DS Record Date in respect of such meeting or solicitation of such consent or proxy. The Depositary shall, if requested
by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting), at the
Company’s expense and provided no U.S. legal prohibitions exist, mail by ordinary, regular mail delivery or by electronic transmission (if agreed by the Company and the Depositary), unless otherwise agreed in writing by the Company and the
Depositary, to Holders as of the DS Record Date: (a) such notice of meeting or solicitation of consent or proxies; (b) a statement that the Holders as of the DS Record Date will be entitled, subject to (i) any applicable law, the
provisions of the Deposit Agreement, the Company’s By-laws and the provisions of or governing Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise
of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's Depositary Shares; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be
given only in respect of a number of Depositary Shares representing an integral number of Shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of Depositary Shares on the DS Record Date of voting
instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s By-laws and the provisions of or governing
the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by Depositary Shares evidenced by such Receipt in accordance with such voting instructions. 

Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the
Custodian shall vote, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by DSs except pursuant to and in accordance with such
written instructions from Holders. 
  

 (i) 








 There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner
in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. 
 Notwithstanding the above, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited
Securities or for the manner in which such vote is cast or the effect of any such vote. 
 (15) Exoneration. Neither the Depositary,
the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or 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, Delaware 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 Company’s By-laws 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 the Deposit
Agreement or in the Company’s By-laws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents 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 any 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 the
Deposit Agreement, made available to Holders of DS or (v) for any consequential or punitive damages for any breach of the terms of the 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, opinion 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. 
 (16) Standard of Care. The Company and
the Depositary and their respective 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 in accordance with Section 5.7 of the
Deposit Agreement, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross 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 DSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or
timeliness of any notice from the Company. In no event shall the Depositary or any of its Agents be liable for any indirect, special, punitive or consequential damage. 
  


 (ii) 








 (19) 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
90th 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, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from
time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the
Depositary of written notice of resignation 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 later of (i) the 90th 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 save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to
time shall be paid to the Depositary prior to such removal. 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 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. 
 (20) Amendment/Supplement. Subject to the terms and
conditions of this Article (20), and applicable law, 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 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 materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become
effective as to outstanding Receipts until 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 DSs to be registered on Form S-1 under the Securities Act or (b) the DSs 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 

  

 (iii) 








 
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 DS, 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 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. 
 (21) Termination. On December     , 2007, the
Deposit Agreement shall terminate. Each Holder of Receipts on such date shall be credited with a number of Shares equal to the number of Depositary Shares held by such Holder on that date, such Shares shall consist of the number of Primary Shares
and Secondary Shares represented by the Depositary Shares held by such Holder and the Depositary Shares will be canceled. Notwithstanding the foregoing, the Depositary may, 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 15 Business Days prior to the date fixed in such notice for such termination, provided that, the Depositary shall be reimbursed by the Company
for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to
such termination shall take effect. If 15 Business 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 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 15 Business 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 Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts 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 or
other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in Section 2.6 hereof, 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). Upon the termination of this Deposit Agreement,
the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary hereunder. 
  

 (iv) 








 (22) Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of
this Article (22), 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 DSs. 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). 
 (23) Ownership Restrictions. Owners and Beneficial Owners shall comply with any limitations on ownership of Shares under the By-laws of the
Company or applicable Delaware law as if they held the number of Shares their Depositary Shares represent. The Company shall inform the Owners, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time. The
Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding the limits applicable to the Shares under applicable law or the Company’s Certificate of Incorporation or By-laws. 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 pursuant to the Company’s By-laws, including but not limited to, the removal
or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the DRs 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 Company’s Certificate of Incorporation and By-laws; provided that any such measures are practicable and can be undertaken without undue burden or expense. The Depositary shall have no liability
for any actions taken in accordance with such instructions. 
  

 (v) 








 (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.
		
		 	If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and
proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt.

  

	
	SIGNATURE GUARANTEED
	
	  


  

 (vi)