Exhibit 4.2


 





 






 


BIOFRONTERA AG


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES


 


Deposit Agreement


 


Dated as of _____________, 2018


 





 






  




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1.	DEFINITIONS	1
	SECTION 1.1.	American Depositary Shares.	1
	SECTION 1.2.	Commission.	2
	SECTION 1.3.	Company.	2
	SECTION 1.4.	Custodian.	2
	SECTION 1.5.	Delisting Event.	2
	SECTION 1.6.	Deliver; Surrender.	2
	SECTION 1.7.	Deposit Agreement.	3
	SECTION 1.8.	Depositary; Depositary’s Office.	3
	SECTION 1.9.	Deposited Securities.	3
	SECTION 1.10.	Disseminate.	3
	SECTION 1.11.	Dollars.	4
	SECTION 1.12.	DTC.	4
	SECTION 1.13.	Foreign Registrar.	4
	SECTION 1.14.	Holder.	4
	SECTION 1.15.	Insolvency Event.	4
	SECTION 1.16.	Owner.	5
	SECTION 1.17.	Receipts.	5
	SECTION 1.18.	Registrar.	5
	SECTION 1.19.	Replacement.	5
	SECTION 1.20.	Restricted Securities.	5
	SECTION 1.21.	Securities Act of 1933.	5
	SECTION 1.22.	Shares.	6
	SECTION 1.23.	SWIFT.	6
	SECTION 1.24.	Termination Option Event.	6
	 	 	 
	ARTICLE 2.	FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES	6
	SECTION 2.1.	Form of Receipts; Registration and Transferability of American Depositary Shares.	6
	SECTION 2.2.	Deposit of Shares.	7
	SECTION 2.3.	Delivery of American Depositary Shares.	8
	SECTION 2.4.	Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.	8
	SECTION 2.5.	Surrender of American Depositary Shares and Withdrawal of Deposited Securities.	9


 




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	SECTION 2.6.	Limitations on Delivery, Transfer and Surrender of American Depositary Shares.	10
	SECTION 2.7.	Lost Receipts, etc.	11
	SECTION 2.8.	Cancellation and Destruction of Surrendered Receipts.	11
	SECTION 2.9.	Pre-Release of American Depositary Shares.	12
	SECTION 2.10.	DTC Direct Registration System and Profile Modification System.	12
	 	 	 
	ARTICLE 3.	CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	13
	SECTION 3.1.	Filing Proofs, Certificates and Other Information.	13
	SECTION 3.2.	Liability of Owner for Taxes.	13
	SECTION 3.3.	Warranties on Deposit of Shares.	14
	SECTION 3.4.	Disclosure of Interests.	14
	 	 	 
	ARTICLE 4.	THE DEPOSITED SECURITIES	15
	SECTION 4.1.	Cash Distributions.	15
	SECTION 4.2.	Distributions Other Than Cash, Shares or Rights.	16
	SECTION 4.3.	Distributions in Shares.	16
	SECTION 4.4.	Rights.	17
	SECTION 4.5.	Conversion of Foreign Currency.	18
	SECTION 4.6.	Fixing of Record Date.	20
	SECTION 4.7.	Voting of Deposited Shares.	20
	SECTION 4.8.	Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.	21
	SECTION 4.9.	Reports.	22
	SECTION 4.10.	Lists of Owners.	23
	SECTION 4.11.	Withholding.	23
	 	 	 
	ARTICLE 5.	THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	23
	SECTION 5.1.	Maintenance of Office and Transfer Books by the Depositary.	23
	SECTION 5.2.	Prevention or Delay in Performance by the Depositary or the Company.	24
	SECTION 5.3.	Obligations of the Depositary and the Company.	25
	SECTION 5.4.	Resignation and Removal of the Depositary.	26
	SECTION 5.5.	The Custodians.	27
	SECTION 5.6.	Notices and Reports.	27
	SECTION 5.7.	Distribution of Additional Shares, Rights, etc.	28


 




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	SECTION 5.8.	Indemnification.	28
	SECTION 5.9.	Charges of Depositary.	29
	SECTION 5.10.	Retention of Depositary Documents.	30
	SECTION 5.11.	Exclusivity.	30
	 	 	 
	ARTICLE 6.	AMENDMENT AND TERMINATION	30
	SECTION 6.1.	Amendment.	30
	SECTION 6.2.	Termination.	31
	 	 	 
	ARTICLE 7.	MISCELLANEOUS	32
	SECTION 7.1.	Counterparts; Signatures.	32
	SECTION 7.2.	No Third Party Beneficiaries.	32
	SECTION 7.3.	Severability.	32
	SECTION 7.4.	Owners and Holders as Parties; Binding Effect.	32
	SECTION 7.5.	Notices.	33
	SECTION 7.6.	Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.	34
	SECTION 7.7.	Waiver of Immunities.	34
	SECTION 7.8.	Governing Law.	35


  




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DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT dated
as of _____________, 2018 among BIOFRONTERA AG, a stock corporation incorporated under the laws of Germany (herein called the Company),
THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as
hereinafter defined) from time to time of American Depositary Shares issued hereunder.


 


WITNESSETH:


 


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


 


WHEREAS, the American
Depositary Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as set forth in this Deposit Agreement;


 


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


 


ARTICLE 1.          DEFINITIONS


 


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


 


SECTION 1.1.          American
Depositary Shares.


 


The term “American
Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to
the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities.
The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of
1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and
uncertificated American Depositary Shares.


 


Each American Depositary
Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, except that, if there is a
distribution upon Deposited Securities covered by Section 4.3, a change in Deposited Securities covered by Section 4.8 with respect
to which additional American Depositary Shares are not delivered or a sale of Deposited Securities under Section 3.2 or 4.8, each
American Depositary Share shall thereafter represent the amount of Shares or other Deposited Securities that are then on deposit
per American Depositary Share after giving effect to that distribution, change or sale.


 




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SECTION 1.2.          Commission.


 


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


 


SECTION 1.3.          Company.


 


The term “Company”
shall mean Biofrontera AG, a stock corporation incorporated under the laws of Germany, and its successors.


 


SECTION 1.4.          Custodian.


 


The term “Custodian”
shall mean The Bank of New York Mellon SA/NV, as custodian for the Depositary in Frankfurt for the purposes of this Deposit Agreement,
and any other firm or corporation the Depositary appoints under Section 5.5 as a substitute or additional custodian under this
Deposit Agreement, and shall also mean all of them collectively.


 


SECTION 1.5.          Delisting
Event.


 


A “Delisting
Event” occurs if the American Depositary Shares are delisted from a securities exchange on which the American Depositary
Shares were listed and the Company has not listed or applied to list the American Depositary Shares on any other securities exchange.


 


SECTION 1.6.          Deliver;
Surrender.


 


(a)          The
term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean
(i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under
applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer
of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied
by proper instruments of transfer to, the person entitled to that delivery.


 




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(b)          The
term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) registration
of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares
to an account at DTC designated by the person entitled to that delivery, (ii) registration of those American Depositary Shares
not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing
to that person of a statement confirming that registration or (iii) if requested by the person entitled to that delivery, execution
and delivery at the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those
American Depositary Shares registered in the name requested by that person.


 


(c)          The
term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry
transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Office of
an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office
of one or more Receipts evidencing American Depositary Shares.


 


SECTION 1.7.          Deposit
Agreement.


 


The term “Deposit
Agreement” shall mean this Deposit Agreement, as it may be amended from time to time in accordance with the provisions
of this Deposit Agreement.


 


SECTION 1.8.          Depositary;
Depositary’s Office.


 


The term “Depositary”
shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary under this Deposit Agreement.
The term “Office”, when used with respect to the Depositary, shall mean the office at which its depositary receipts
business is administered, which, at the date of this Deposit Agreement, is located at 101 Barclay Street, New York, New York 10286.


 


SECTION 1.9.          Deposited
Securities.


 


The term “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement,
including without limitation, Shares that have not been successfully delivered upon surrender of American Depositary Shares, and
any and all other securities, property and cash received by the Depositary or the Custodian in respect of Deposited Securities
and at that time held under this Deposit Agreement.


 


SECTION 1.10.         Disseminate.


 


The term “Disseminate,”
when referring to a notice or other information to be sent by the Depositary to Owners, shall mean (i) sending that information
to Owners in paper form by mail or another means or (ii) with the consent of Owners, another procedure that has the effect of making
the information available to Owners, which may include (A) sending the information by electronic mail or electronic messaging or
(B) sending in paper form or by electronic mail or electronic messaging a statement that the information is available and may be
accessed by the Owner on an Internet website and that it will be sent in paper form upon request by the Owner, when that information
is so available and is sent in paper form as promptly as practicable upon request.


 




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SECTION 1.11.         Dollars.


 


The term “Dollars”
shall mean United States dollars.


 


SECTION 1.12.         DTC.


 


The term “DTC”
shall mean The Depository Trust Company or its successor.


 


SECTION 1.13.         Foreign
Registrar.


 


The term “Foreign
Registrar” shall mean the entity that carries out the duties of registrar for the Shares and any other agent of the Company
for the transfer and registration of Shares, including, without limitation, any securities depository for the Shares.


 


SECTION 1.14.         Holder.


 


The term “Holder”
shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for
its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.


 


SECTION 1.15.         Insolvency
Event.


 


An “Insolvency
Event” occurs if the Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution
of bankruptcy or insolvency proceedings against it, files a petition or answer or consent seeking reorganization or relief under
any applicable law in respect of bankruptcy or insolvency, consents to the filing of any petition of that kind or to the appointment
of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of it or any substantial part
of its property or makes an assignment for the benefit of creditors, or if information becomes publicly available indicating that
unsecured claims against the Company are not expected to be paid.


 




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SECTION 1.16.         Owner.


 


The term “Owner”
shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that
purpose.


 


SECTION 1.17.         Receipts.


 


The term “Receipts”
shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated American Depositary Shares,
as the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.


 


SECTION 1.18.         Registrar.


 


The term “Registrar”
shall mean any corporation or other entity that is appointed by the Depositary to register American Depositary Shares and transfers
of American Depositary Shares as provided in this Deposit Agreement.


 


SECTION 1.19.         Replacement.


 


The term “Replacement”
shall have the meaning assigned to it in Section 4.8(c).


 


SECTION 1.20.         Restricted
Securities.


 


The term “Restricted
Securities” shall mean Shares that (i) are “restricted securities,” as defined in Rule 144 under the Securities
Act of 1933, except for Shares that could be resold in reliance on Rule 144 without any conditions, (ii) are beneficially owned
by an officer, director (or person performing similar functions) or other affiliate of the Company, (iii) otherwise would require
registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States or (iv)
are subject to other restrictions on sale or deposit under the laws of Germany, a shareholder agreement or the articles of association
or similar document of the Company.


 


SECTION 1.21.         Securities
Act of 1933.


 


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


 




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SECTION 1.22.         Shares.


 


The term “Shares”
shall mean ordinary shares of the Company that are validly issued and outstanding, fully paid and nonassessable and that were not
issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided,
however, that, if there shall occur any change in nominal or par value, a split-up or consolidation or any other reclassification
or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares of the Company,
the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal value,
split-up or consolidation or such other reclassification or such exchange or conversion.


 


SECTION 1.23.         SWIFT.


 


The term “SWIFT”
shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial Telecommunication, or its
successor.


 


SECTION 1.24.         Termination
Option Event.


 


The term “Termination
Option Event” shall mean an event of a kind defined as such in Section 4.1, 4.2 or 4.8.


 


ARTICLE 2.          FORM
OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES


 


SECTION 2.1.          Form
of Receipts; Registration and Transferability of American Depositary Shares.


 


Definitive Receipts shall
be substantially in the form set forth in Exhibit A to this Deposit Agreement, with appropriate insertions, modifications and omissions,
as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid
or obligatory for any purpose, unless that Receipt has been (i) executed by the Depositary by the manual signature of a duly authorized
officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned
by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar. The Depositary shall
maintain books on which (x) each Receipt so executed and delivered as provided in this Deposit Agreement and each transfer of that
Receipt and (y) all American Depositary Shares delivered as provided in this Deposit Agreement and all registrations of transfer
of American Depositary Shares, shall be registered. A Receipt bearing the facsimile signature of a person that was at any time
a proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, even if that
person was not a proper officer of the Depositary on the date of issuance of that Receipt.


 


The Receipts and statements
confirming registration of American Depositary Shares may have incorporated in or attached to them such legends or recitals or
modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which
American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Receipts and American Depositary Shares are subject by reason of the date of issuance of
the underlying Deposited Securities or otherwise.


 




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American Depositary Shares
evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable
as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts
shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares 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 shall have any obligation or be subject to any
liability under this Deposit Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary
Shares).


 


SECTION 2.2.          Deposit
of Shares.


 


Subject to the terms
and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement
by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement,
in form satisfactory to the Custodian.


 


As conditions of accepting
Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance
with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written
order of, the person or persons stated in that order American Depositary Shares representing those deposited Shares, (iii) evidence
satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in
the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary
that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment,
or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or
right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been
recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement
as shall be satisfactory to the Depositary.


 


At the request and risk
and expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates
for Shares to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those
Share certificates to the Custodian for deposit under this Deposit Agreement.


 




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The Depositary shall
instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited under
this Deposit Agreement, together with the other documents specified in this Section, that Custodian shall, as soon as transfer
and recordation can be accomplished, present that certificate or those certificates to the Company or the Foreign Registrar, if
applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian
or its nominee.


 


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


 


SECTION 2.3.          Delivery
of American Depositary Shares.


 


The Depositary shall
instruct each Custodian that, upon receipt by that Custodian of any deposit pursuant to Section 2.2, together with the other documents
or evidence required under that Section, that Custodian shall notify the Depositary of that deposit and the person or persons to
whom or upon whose written order American Depositary Shares are deliverable in respect thereof. Upon receiving a notice of a deposit
from a Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject
to the terms and conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons entitled thereto,
the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the fees
and expenses of the Depositary for the delivery of those American Depositary Shares as provided in Section 5.9, and of all taxes
and governmental charges and fees payable in connection with that deposit and the transfer of the deposited Shares. However,
the Depositary shall deliver only whole numbers of American Depositary Shares.


 


SECTION 2.4.          Registration
of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated
American Depositary Shares.


 


The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer
books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary
Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii)
in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance
of doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly stamped as may be required
by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall
deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 




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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, execute and deliver a new Receipt or Receipts for any authorized number
of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 


The Depositary, upon
surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares,
shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that
the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the
Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall
cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number
of certificated American Depositary Shares.


 


The Depositary may appoint
one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and 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 Owners or persons entitled
to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.


 


SECTION 2.5.          Surrender
of American Depositary Shares and Withdrawal of Deposited Securities.


 


Upon surrender at the
Depositary’s Office of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby
and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 and payment
of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and
subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary Shares shall be entitled
to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that Owner, of the amount
of Deposited Securities at the time represented by those American Depositary Shares, but not any money or other property
as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered or
paid on the scheduled payment date to the Owner as of that record date). That delivery shall be made, as provided in this Section,
without unreasonable delay.


 




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As a condition of accepting
a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i)
that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii)
that the surrendering Owner 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 that order.


 


Thereupon, the Depositary
shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement
and local market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated
in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American
Depositary Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction.


 


At the request, risk
and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited Securities, and for the account of
that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising, and forward a certificate
or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the surrendered
American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the
order received from the surrendering Owner.


 


SECTION 2.6.          Limitations
on Delivery, Transfer and Surrender of American Depositary Shares.


 


As a condition precedent
to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares
or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced
by a 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 as provided in this Deposit Agreement, may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent
with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6.


 




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The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the registration
of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding
American Depositary Shares 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 at any time or from time to time because
of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement,
or for any other reason. Notwithstanding anything to the contrary in this Deposit Agreement, the surrender of outstanding American
Depositary Shares and withdrawal of Deposited Securities may not be suspended, subject only to (i) temporary delays caused by closing
of the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 American Depositary Shares or to
the withdrawal of the Deposited Securities.


 


The Depositary shall
not knowingly accept for deposit under this Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 2.7.          Lost
Receipts, etc.


 


If a Receipt is mutilated,
destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in
uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution
for such mutilated Receipt, upon surrender and cancellation of that mutilated Receipt, or in lieu of and in substitution for that
destroyed, lost or stolen Receipt. However, before the Depositary will deliver American Depositary Shares in uncertificated
form or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner must (a) file with
the Depositary (i) a request for that replacement before the Depositary has notice that the Receipt has been acquired by a bona
fide purchaser and (ii) a sufficient indemnity bond and (b) satisfy any other reasonable requirements imposed by the Depositary.


 


SECTION 2.8.          Cancellation
and Destruction of Surrendered Receipts.


 


The Depositary shall
cancel all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.


 




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SECTION 2.9.          Pre-Release
of American Depositary Shares.


 


Notwithstanding Section
2.3, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 (a “Pre-Release”).
The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released,
whether or not that surrender is prior to the termination of that Pre-Release or the Depositary knows that those American Depositary
Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.
Each Pre-Release must be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares
or Shares are to be delivered, that such person, or its customer, owns the Shares or American Depositary Shares to be remitted,
as the case may be, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the
Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary
on not more than five (5) business days’ notice, and (d) subject to all indemnities and credit regulations that the Depositary
deems appropriate. The number of American Depositary Shares outstanding at any time as a result of Pre-Release will not normally
exceed thirty percent (30%) of all American Depositary Shares outstanding; provided, however, that the Depositary
reserves the right to change or disregard that limit from time to time as it deems appropriate.


 


The Depositary may retain
for its own account any compensation received by it in connection with Pre-Release.


 


SECTION 2.10.         DTC
Direct Registration System and Profile Modification System.


 


(a)          Notwithstanding
the provisions of Section 2.4, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and
Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS
by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities
and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS
that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to
register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to
the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that
transfer.


 


(b)          In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is
claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a)
above has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code).
For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile.
The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the
DRS/Profile system and otherwise in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the
part of the Depositary.


 




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ARTICLE 3.          CERTAIN
OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


SECTION 3.1.          Filing
Proofs, Certificates and Other Information.


 


Any person presenting
Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company
or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of American Depositary Shares,
the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until
that proof or other information is filed or those certificates are executed or those representations and warranties are made. If
requested in writing by the Company, the Depositary will provide the Company, as promptly as reasonably practicable and at the
Company's expense, with copies of any such proofs, certificates or other information that it receives pursuant to this Section
3.1, to the extent that disclosure is permitted under applicable law.


 


SECTION 3.2.          Liability
of Owner for Taxes.


 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares
or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section
4.8 applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary.
The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities
represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions
or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those
American Depositary Shares and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment
of that tax or other governmental charge but, even after a sale of that kind, the Owner of those American Depositary Shares
shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under this Section that
are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1. If the number
of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under this Section,
the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number
of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of
American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.


 




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SECTION 3.3.          Warranties
on Deposit of Shares.


 


Every person depositing
Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor,
if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights
of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every
depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All
representations and warranties deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary
Shares.


 


SECTION 3.4.          Disclosure
of Interests.


 


When required in order
to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American
Depositary Shares are, or will be traded or listed or the rules and requirements of any clearing system through which transactions
in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company
may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity
in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then
or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter
where disclosure of such matter is required for that compliance.   Each Owner and Holder agrees to provide all information
known to it in response to a request made pursuant to this Section.  Each Holder consents to the disclosure by the Owner
or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to
a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder.  The Depositary
agrees to use reasonable efforts, at the Company's expense, to comply with written instructions requesting that the Depositary
forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response
to that request.


 


Each Owner and Holder
of American Depositary Shares further agrees to comply with the laws and regulations of the Federal Republic of Germany (if and
to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares,
all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements
to make notifications and filings within the required timeframes to the Company and any other authorities of the Federal Republic
of Germany.


 




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ARTICLE 4.          THE
DEPOSITED SECURITIES


 


SECTION 4.1.          Cash
Distributions.


 


Whenever the Depositary
receives any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, subject to the provisions
of Section 4.5, convert that dividend or other distribution into Dollars and distribute the amount thus received (net of the fees
and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing those Deposited Securities held by them respectively; provided, however,
that if the Custodian or the Depositary shall be required to withhold and does withhold from that cash dividend or other cash distribution
an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares
representing those Deposited Securities shall be reduced accordingly. However, the Depositary will not pay any Owner a fraction
of one cent, but will round each Owner’s entitlement to the nearest whole cent.


 


The Company or its agent
will timely remit to the appropriate governmental authority in each applicable jurisdiction all amounts withheld and owing to such
authority. The Depositary will, as promptly as practicable, 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.
Each Owner and Holder agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, officers,
employees, agents and affiliates for, and hold each of them harmless against, any claim by any governmental authority with respect
to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced withholding at source or other tax
benefit received by it.


 


If a cash distribution
would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares,
the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender
of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making
that cash distribution. A distribution of that kind shall be a Termination Option Event.


 




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SECTION 4.2.          Distributions
Other Than Cash, Shares or Rights.


 


Subject to the provisions
of Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1,
4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary
shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon
payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary
deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing
the securities received); provided, however, that if in the opinion of the Depositary such distribution cannot be
made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement
that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that securities received
must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such
distribution not to be lawful and feasible, the Depositary may adopt such other method as it may deem equitable and practicable
for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses
of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set
forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received
reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act
of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute
under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution.


 


If a distribution under
this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American
Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct
the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares)
as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.


 


SECTION 4.3.          Distributions
in Shares.


 


Whenever the Depositary
receives any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary
may deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing those Deposited
Securities held by them respectively, an aggregate number of American Depositary Shares representing the amount of Shares received
as that dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit
of Shares and issuance of American Depositary Shares, including withholding of any tax or governmental charge as provided in Section
4.11 and payment of the fees and expenses of the Depositary as provided in Section 5.9 (and the Depositary may sell, by public
or private sale, an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its
fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares, the Depositary
may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those
Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1. If and to the
extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold, each
American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented
thereby.


 




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If the Company declares
a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities
or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation
with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful
and practical. As a condition of making a distribution election right available to Owners, the Depositary may require reasonably
satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act
of 1933.


 


SECTION 4.4.          Rights.


 


(a)          If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company
and the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant
of rights. The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company,
grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver
those securities or American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company,
deliver the rights to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the
net proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of
under clause (i), (ii) or (iii) above, the Depositary shall permit the rights to lapse unexercised.


 


(b)          If
the Depositary will act under clause (a)(i) above, the Company and the Depositary will enter into a separate agreement setting
forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form
the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities
to be received upon the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase
the securities. The purchased securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit
the purchased Shares under this Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner
or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary
will not act under clause (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under
the Securities Act of 1933 or the Depositary has received an opinion of United States counsel that is reasonably satisfactory to
it to the effect that those securities may be sold and delivered to the applicable Owners without registration under the Securities
Act of 1933.


 




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(c)          If
the Depositary will act under clause (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting
forth the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver
the rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights
can be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable
law, the Depositary will deliver those rights as requested by that Owner.


 


(d)          If
the Depositary will act under clause (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion
to the number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled
to the rights that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because
of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.


 


(e)          Payment
or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary
and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds
under this Section 4.4.


 


(f)          The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to
or exercise rights on behalf of Owners in general or any Owner in particular, or to sell rights.


 


SECTION 4.5.          Conversion
of Foreign Currency.


 


Whenever the Depositary
or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities,
property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall
convert or cause to be converted by sale or in any other manner that it may determine that foreign currency into Dollars, and those
Dollars shall be distributed to the Owners entitled thereto. A cash distribution may be made upon an averaged or other practicable
basis without regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any American Depositary
Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section
5.9.


 


If a conversion of foreign
currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or
agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.


 




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If the Depositary determines
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required
for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive
the same.


 


If any conversion of
foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners
entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested
and without liability for interest thereon for the account of, the Owners entitled thereto.


 


The Depositary may convert
currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor,
broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it
will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned
to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying
or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained
in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that
the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations
under Section 5.3. The methodology used to determine exchange rates used in currency conversions is available upon request.


 




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SECTION 4.6.          Fixing
of Record Date.


 


Whenever a cash dividend,
cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are
issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance
with Section 4.4) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the
Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary
to send a notice under Section 4.7, or whenever the Depositary will assess a fee or charge against the Owners, or whenever the
Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary
otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near as practicable
to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the Owners (i) who shall
be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions
for the exercise of voting rights at that meeting, (iii) who shall be responsible for that fee or charge or (iv) for any other
purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent the changed number
of Shares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement,
the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with
respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion to the number
of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other matter for
which that record date was fixed, or be responsible for that fee or charge, as the case may be.


 


SECTION 4.7.          Voting
of Deposited Shares.


 


(a)          Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing
by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which
shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting
received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of German law and of the articles of association or similar documents of the Company,
to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective
American Depositary Shares, (iii) a statement as to the manner in which those instructions may be given and (iv) the last
date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).


 


(b)          Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified
by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the
Depositary, the Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as
practicable, to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance
with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches
to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary.


 


(c)          There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above
in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 




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(d)          If
the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders
of Shares in connection with the meeting as far in advance of the meeting date as practicable.


 


SECTION 4.8.          Tender
and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.


 


(a)          The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar
offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do
so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.


 


(b)          If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash
in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”),
the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to
the issuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that
Redemption, (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called
American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption
and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be
entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money
received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance
with Section 2.5 (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1). If the
Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the
outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to
receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding
sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption,
except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to
any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.


 




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(c)          If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a
holder of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion,
replacement or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender
the old Deposited Securities affected by that Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement,
the new securities or other property delivered to it in that Replacement. However, the Depositary may elect to sell those
new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited
Securities under this Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration
under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems
proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination
Option Event.


 


(d)          In
the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary
may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities
and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented
by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American
Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American
Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute
the net proceeds of that sale to the Owners entitled to them.


 


(e)          If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled,
or the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call
for surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and a
Termination Option Event occurs.


 


SECTION 4.9.          Reports.


 


The Depositary shall
make available for inspection by Owners at its Office any reports and communications, including any proxy solicitation material,
received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications,
including any proxy soliciting material to which this Section applies, to the Depositary in English, to the extent those materials
are required to be translated into English pursuant to any regulations of the Commission.


 




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SECTION 4.10.         Lists
of Owners.


 


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 American Depositary Share holdings of all Owners.


 


SECTION 4.11.         Withholding.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to
any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private
sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner
the Depositary deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds
of that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American
Depositary Shares held by them respectively.


 


ARTICLE 5.          THE
DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION 5.1.          Maintenance
of Office and Transfer Books by the Depositary.


 


Until termination of
this Deposit Agreement in accordance with its terms, the Depositary shall maintain facilities for the execution and delivery, registration,
registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.


 


The Depositary shall
keep books for the registration of American Depositary Shares, which shall be open for inspection by the Owners and the Company
at the Depositary’s Office during regular business hours, provided that such inspection is not for the purpose of
communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to
this Deposit Agreement or the American Depositary Shares.


 


The Depositary may close
the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties
under this Deposit Agreement.


 


If any American Depositary
Shares are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars
for registry of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges.


 




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SECTION 5.2.          Prevention
or Delay in Performance by the Depositary or the Company.


 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any
Owner or Holder:


 


(i) if by reason of (A)
any provision of any present or future law or regulation or other act of the government of the United States or the Federal Republic
of Germany, any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or
stock exchange; (B) (in the case of the Depositary only) any provision, present or future, of the articles of association or similar
document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering
or distribution thereof; or (C) any event or circumstance, whether natural or caused by a person or persons, that is beyond the
ability of the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including,
but not limited to earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal
acts; interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access
to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems
or equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be
subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing
that, by the terms of this Deposit Agreement or the Deposited Securities, it is provided shall be done or performed;


 


(ii) for any exercise
of, or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the Depositary
to take, or not take, any action that this Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of
Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special,
consequential or punitive damages for any breach of the terms of this Deposit Agreement.


 


Where, by the terms of
a distribution to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other
reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that distribution
or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution
or offering available to Owners, and shall allow any rights, if applicable, to lapse.


 




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SECTION 5.3.          Obligations
of the Depositary and the Company.


 


Neither the Company nor
any of its directors, officers, employees, agents or affiliates assume any obligation nor shall any of them be subject to any liability
under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set
forth in this Deposit Agreement without negligence or bad faith.


 


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


 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates 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 American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Each of the Depositary
and the Company and their respective directors, officers, employees, agents and affiliates may rely, and shall be protected in
relying upon, any written notice, request, direction or other document believed by it to be genuine and to have been signed or
presented by the proper party or parties.


 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action
or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares
for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.


 


The Depositary shall
not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act 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 negligence
or bad faith while it acted as Depositary.


 


The Depositary shall
not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or
arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.


 




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In the absence of bad
faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or the effect of any such vote.


 


The Depositary shall
have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any
tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares.


 


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


 


SECTION 5.4.          Resignation
and Removal of the Depositary.


 


The Depositary may at
any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective
upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of
resignation if a successor depositary is not appointed is provided for in Section 6.2.


 


The Depositary may at
any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of
(i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance
of its appointment as provided in this Section.


 


If the Depositary resigns
or is removed, the Company shall use its commercially reasonable 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 the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives
notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon
payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective
holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor.
When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and
shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor
depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement,
except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the
Owners of its appointment as soon as practical after assuming the duties of Depositary.


 




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


 


SECTION 5.5.          The
Custodians.


 


The Custodian shall be
subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary
in its discretion may at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter be
one of the Custodians under this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and, upon the
effectiveness of that resignation there would be no Custodian acting under this Deposit Agreement, the Depositary shall, as promptly
as practicable after receiving that notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian
under this Deposit Agreement. The Depositary shall require any Custodian that resigns or is removed to deliver all Deposited Securities
held by it to another Custodian.


 


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 of any adjourned meeting
of those holders, or of the taking of any action in respect of any cash or other distributions or the granting of any rights, the
Company agrees to 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.


 


The Company will arrange
for the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission,
and the prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports and communications
which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary
will Disseminate, at the Company’s expense, those notices, reports and communications to all Owners or otherwise make them
available to Owners in a manner that the Company specifies as substantially equivalent to the manner in which those communications
are made available to holders of Shares and compliant with the requirements of any securities exchange on which the American Depositary
Shares are listed. 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 that Dissemination.


 


The Company represents
that as of the date of this Deposit Agreement, the statements in the first paragraph of Article 11 of the Receipt with respect
to the Company’s obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended,
are true and correct. The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any
of those statements.


 




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SECTION 5.7.          Distribution
of Additional Shares, Rights, etc.


 


If the Company or any
affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe
for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”),
the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution
starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence
reasonably satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written
opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating that the Distribution does
not require, or, if made in the United States, would not require, registration under the Securities Act of 1933.


 


The Company agrees with
the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will
at any time deposit any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 5.8.          Indemnification.


 


The Company agrees to
indemnify the Depositary, its directors, officers, employees, agents and affiliates and each Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing
or collecting such indemnity and the reasonable fees and expenses of counsel) that may arise out of or in connection with (a) any
registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United
States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and the American
Depositary Shares, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian
or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence
or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.


 


The Depositary agrees
to indemnify the Company, its directors, officers, employees, agents and affiliates and hold each of them harmless from any liability
or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and
the reasonable fees and expenses of counsel) that may arise out of acts performed or omitted by the Depositary or any Custodian
or their respective directors, employees, agents and affiliates due to their negligence or bad faith.


 




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SECTION 5.9.          Charges
of Depositary.


 


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company
or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission
fees and expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary
Shares pursuant to Section 2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and Section 4.8, (7)
a fee for the distribution of securities pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will
not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery
of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under
this Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are
instead distributed by the Depositary to Owners, (8) in addition to any fee charged under item 6 above, a fee of $.05 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in item 9 below,
and (9) any other charges payable by the Depositary or the Custodian, any of the Depositary's or Custodian’s agents or the
agents of the Depositary's or Custodian’s agents, in connection with the servicing of Shares or other Deposited Securities
(which charges shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and
shall be payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges
from one or more cash dividends or other cash distributions).


 


The Depositary may collect
any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to
Owners that are obligated to pay those fees.


 


In performing its duties
under this Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that
are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.


 




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The Depositary, subject
to Section 2.9, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


SECTION 5.10.         Retention
of Depositary Documents.


 


The Depositary is authorized
to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted
by the laws or regulations governing the Depositary.


 


SECTION 5.11.         Exclusivity.


 


Without prejudice to
the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary
shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary
under this Deposit Agreement.


 


ARTICLE 6.          AMENDMENT
AND TERMINATION


 


SECTION 6.1.          Amendment.


 


The form of the Receipts
and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company
and the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or desirable. Any amendment
that would impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex
or facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing
right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days
after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder,
at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest
therein, to consent and agree to that amendment and to be bound by the Deposit Agreement as amended thereby. Upon the effectiveness
of an amendment to the form of Receipt, including a change in the number of Shares represented by each American Depositary Share,
the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of
American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender
American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.


 




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SECTION 6.2.          Termination.


 


(a)          The
Company may initiate termination of this Deposit Agreement by notice to the Depositary. The Depositary may initiate termination
of this Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written
resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4, (ii)
an Insolvency Event or Delisting Event occurs with respect to the Company or (iii) a Termination Option Event has occurred or will
occur. If termination of this Deposit Agreement is initiated, the Depositary shall Disseminate a notice of termination to the Owners
of all American Depositary Shares then outstanding setting a date for termination (the “Termination Date”),
which shall be at least 90 days after the date of that notice, and this Deposit Agreement shall terminate on that Termination Date.


 


(b)          After
the Termination Date, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations
to the Depositary under Sections 5.8 and 5.9.


 


(c)          At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and
may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding,
and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making
that sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except (i) to account for
the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary
Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions
of this Deposit Agreement and any applicable taxes or governmental charges) and (ii) for its obligations under Section 5.8 and
(iii) to act as provided in paragraph (d) below.


 


(d)          After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities
(that have not been sold), may sell rights and other property as provided in this Deposit Agreement and shall deliver Deposited
Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the
fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American
Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental
charges). After the Termination Date, the Depositary shall not accept deposits of Shares or deliver American Depositary Shares.
After the Termination Date, (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of
withdrawal of Deposited Securities (that have not been sold) if in its judgment the requested withdrawal would interfere with its
efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited
Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of transfers
of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the
Owners and need not give any further notices or perform any further acts under this Deposit Agreement except as provided in this
Section.


 




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ARTICLE 7.          MISCELLANEOUS


 


SECTION 7.1.          Counterparts;
Signatures.


 


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


 


Any manual signature
on this Deposit Agreement that is faxed, scanned or photocopied, and any electronic signature valid under the Electronic Signatures
in Global and National Commerce Act, 15 U.S.C. § 7001, et. seq., shall for all purposes have the same validity, legal
effect and admissibility in evidence as an original manual signature, and the parties hereby waive any objection to the contrary.


 


SECTION 7.2.          No
Third Party Beneficiaries.


 


This Deposit Agreement
is for the exclusive benefit of the Company, the Depositary, the Owners and the Holders and their respective successors and shall
not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.


 


SECTION 7.3.          Severability.


 


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


 


SECTION 7.4.          Owners
and Holders as Parties; Binding Effect.


 


The Owners and Holders
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions of this Deposit
Agreement and of the Receipts by acceptance of American Depositary Shares or any interest therein.


 




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SECTION 7.5.          Notices.


 


Any and all notices to
be given to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or sent by domestic
first class or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped
image of a signed writing, provided that receipt of the facsimile transmission or email has been confirmed by the recipient,
addressed to Biofrontera AG, Hemmelrather Weg 201, D-51377 Leverkusen Germany Attention: Chief Financial Officer, Thomas Schaffer,
Facsimile: +49 (0) 214-87632-90; email: t.schaffer@biofrontera.com, or any other place to which the Company may have transferred
its principal office with notice to the Depositary.


 


Any and all notices to
be given to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally delivered
or sent by first class domestic or international air mail or air courier or sent by facsimile transmission or email attaching a
pdf or similar bit-mapped image of a signed writing, addressed to The Bank of New York Mellon, 101 Barclay Street, New York,
New York 10286, Attention: Depositary Receipt Administration, or any other place to which the Depositary may have transferred
its Office with notice to the Company.


 


Delivery of a notice
to the Company or Depositary by mail or air courier shall be deemed effected when deposited, postage prepaid, in a post-office
letter box or received by an air courier service. Delivery of a notice to the Company or Depositary sent by facsimile transmission
or email shall be deemed effected when the recipient acknowledges receipt of that notice.


 


A notice to be given
to an Owner shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will be effective
when personally delivered or sent by first class domestic or international air mail or air courier, addressed to that Owner at
the address of that Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if that Owner
has filed with the Depositary a written request that notices intended for that Owner be mailed to some other address, at the address
designated in that request. Dissemination in electronic form will be effective when sent in the manner consented to by the Owner
to the electronic address most recently provided by the Owner for that purpose.


 




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SECTION 7.6.          Appointment
of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.


 


The Company hereby (i)
designates and appoints the person named in Exhibit A to this Deposit Agreement, located in the State of New York, as the Company's
authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”), (ii) consents
and submits to the jurisdiction of any state or federal court in the County of New York in which any such Proceeding may be instituted
and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process
upon the Company in any such Proceeding. The Company agrees to deliver to the Depositary, upon the execution and delivery of this
Deposit Agreement, a written acceptance by the agent named in Exhibit A to this Deposit Agreement of its appointment as process
agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments,
as may be necessary to continue that designation and appointment in full force and effect, or to appoint and maintain the appointment
of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance
by that agent of that appointment, for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit
Agreement remains in force. In the event the Company fails to maintain the designation and appointment of a process agent in the
United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a service
of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices under this Deposit Agreement, and service so made shall be deemed completed five
(5) days after the same shall have been so mailed.


 


EACH PARTY TO THIS DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR
THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


SECTION 7.7.          Waiver
of Immunities.


 


To the extent that the
Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment
upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process
or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may
at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to
the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any immunity
of that kind and consents to relief and enforcement as provided above.


 




    -34-


     


    

  


SECTION 7.8.          Governing
Law.


 


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.


 




    -35-


     


    

 


IN WITNESS WHEREOF, BIOFRONTERA
AG and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above and all
Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.


 


	 	BIOFRONTERA AG
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Depositary
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


  




    -36-


     


    

 


EXHIBIT A


 


	 	AMERICAN DEPOSITARY SHARES
	 	(Each American Depositary Share represents
	 	two (2) deposited Shares)


 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES OF


BIOFRONTERA AG


(INCORPORATED UNDER THE LAWS OF GERMANY)


 


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


 


AMERICAN DEPOSITARY SHARES


 


representing deposited ordinary shares
(herein called “Shares”) of Biofrontera AG, a stock corporation incorporated under the laws of Germany (herein called
the “Company”). At the date hereof, each American Depositary Share represents two (2) Shares deposited or subject
to deposit under the Deposit Agreement (as such term is hereinafter defined) with a custodian for the Depositary (herein called
the “Custodian”) that, as of the date of the Deposit Agreement, was The Bank of New York Mellon SA/NV located
in Frankfurt. The Depositary's Office is located at a different address than its principal executive office. Its Office is located
at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at 225 Liberty Street, New York, N.Y.
10286.


 


THE DEPOSITARY'S OFFICE ADDRESS IS


101 BARCLAY STREET, NEW YORK, N.Y. 10286


 




    	 	A-1	 



     


    

 


		1.	THE DEPOSIT AGREEMENT.



 


This American Depositary
Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions
set forth in the deposit agreement dated as of ____________, 2018 (herein called the “Deposit Agreement”) among
the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each
of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions
thereof. The Deposit Agreement sets forth the rights of Owners and Holders 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
those Shares and held thereunder (those Shares, securities, property, and cash are herein called “Deposited Securities”).
Copies of the Deposit Agreement are on file at the Depositary's Office in New York City and at the office of the Custodian.


 


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


 


		2.	SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL
OF SHARES.



 


Upon surrender at the
Depositary’s Office of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby
and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit
Agreement and payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited
Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary Shares shall
be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that Owner,
of the amount of Deposited Securities at the time represented by those American Depositary Shares, but not any money or
other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will
be delivered or paid on the scheduled payment date to the Owner as of that record date). The Depositary shall direct the Custodian
with respect to delivery of Deposited Securities and may charge the surrendering Owner a fee and its expenses for doing so. That
delivery will be made, at the office of the Custodian, except that, at the request, risk and expense of the surrendering
Owner, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising,
and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities
represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to
another address specified in the order received from the surrendering Owner.


 




    	 	A-2	 



     


    




 


		3.	REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES;
COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.



 


The Depositary, subject
to the terms and conditions of the Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books
upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary
Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii)
in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance
of doubt, instructions through DRS and Profile as provided in Section 2.10 of that Agreement), and, in either case, duly stamped
as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the
Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject
to the terms and conditions of the 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, execute and deliver a new Receipt or Receipts for any authorized number
of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 


The Depositary, upon
surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares,
shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that
the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit
Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American
Depositary Shares, shall cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt
evidencing the same number of certificated American Depositary Shares.


 


As a condition precedent
to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of
the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares
not evidenced by a 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 as provided in the Deposit Agreement, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish
consistent with the provisions of the Deposit Agreement.


 




    	 	A-3	 



     


    

  


The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the registration
of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding
American Depositary Shares 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 at any time or from time to time because
of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement,
or for any other reason. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding
American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused
by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 American Depositary Shares
or to the withdrawal of the Deposited Securities. The Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares that, at the time of deposit, are Restricted Securities.


 


		4.	LIABILITY OF OWNER FOR TAXES.



 


If any tax or other
governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American
Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction
to which Section 4.8 of the Deposit Agreement applies, that tax or other governmental charge shall be payable by the Owner of those
American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares
or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold
any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited
Securities represented by those American Depositary Shares, and may apply those dividends or other distributions or the net proceeds
of any sale of that kind in payment of that tax or other governmental charge but, even after a sale of that kind, the Owner shall
remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under Section 3.2 of the Deposit
Agreement that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1
of the Deposit Agreement. If the number of Shares represented by each American Depositary Share decreases as a result of a sale
of Deposited Securities under Section 3.2 of the Deposit Agreement, the Depositary may call for surrender of the American Depositary
Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary
Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the
net proceeds of that sale to the Owners entitled to them.


 




    	 	A-4	 



     


    

  


		5.	WARRANTIES ON DEPOSIT OF SHARES.



 


Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor,
if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights
of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every
depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All
representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery
of American Depositary Shares.


 


		6.	FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



 


Any person presenting
Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company
or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares,
the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until
that proof or other information is filed or those certificates are executed or those representations and warranties are made. If
requested in writing by the Company, the Depositary will provide the Company, as promptly as reasonably practicable and at the
Company's expense, with copies of any such proofs, certificates or other information that it receives pursuant to Section 3.1 of
the Deposit Agreement, to the extent that disclosure is permitted under applicable law. As conditions of accepting Shares for deposit,
the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions
of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person
or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory
to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of
the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any
necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment,
or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or
right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been
recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement
as shall be satisfactory to the Depositary.


 




    	 	A-5	 



     


    

  


		7.	CHARGES OF DEPOSITARY.



 


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT)
and facsimile transmission fees and expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or
less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section
2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the
Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made
pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement, (7)
a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4
of that Agreement (where the Depositary will not exercise or sell those rights on behalf of Owners), such fee being in an amount
equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as
a result of the deposit of such securities under the Deposit Agreement (for purposes of this item 7 treating all such securities
as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged
under item 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which
will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary or the Custodian, any of the Depositary's
or Custodian’s agents or the agents of the Depositary's or Custodian’s agents, in connection with the servicing of
Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set by the Depositary
in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing
those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).


 




    	 	A-6	 



     


    

  


The Depositary may
collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed,
to Owners that are obligated to pay those fees.


 


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


 


From time to time,
the Depositary may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment
and maintenance of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary or share
revenue from the fees collected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary may
use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and
that may earn or share fees, spreads or commissions.


 


		8.	PRE-RELEASE OF AMERICAN DEPOSITARY SHARES.



 


Notwithstanding Section
2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to
Section 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit
Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not that surrender
is prior to the termination of that Pre-Release or the Depositary knows that those American Depositary Shares have been Pre-Released.
The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release must
be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to
be delivered, that such person, or its customer, owns the Shares or American Depositary Shares to be remitted, as the case may
be, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines,
in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five
(5) business days’ notice, and (d) subject to all indemnities and credit regulations that the Depositary deems appropriate.
The number of American Depositary Shares outstanding at any time as a result of Pre-Release will not normally exceed thirty percent
(30%) of all American Depositary Shares outstanding; provided, however, that the Depositary reserves the right to
change or disregard that limit from time to time as it deems appropriate.


 


The Depositary may
retain for its own account any compensation received by it in connection with Pre-Release.


 




    	 	A-7	 



     


    

  


		9.	TITLE TO AMERICAN DEPOSITARY SHARES.



 


It is a condition of
the American Depositary Shares, and every successive Owner and Holder of American Depositary Shares, by accepting or holding the
same, consents and agrees that American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied
by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State of New
York, and that American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities
under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American
Depositary Shares 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 the Deposit Agreement and for all other purposes, and neither the Depositary
nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American
Depositary Shares, but only to the Owner.


 


		10.	VALIDITY OF RECEIPT.



 


This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed
by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized
signatory of the Depositary or the Registrar or a co-registrar.


 


		11.	REPORTS; INSPECTION OF TRANSFER BOOKS.



 


The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission's EDGAR system
or at public reference facilities maintained by the Commission in Washington, D.C.


 


The Depositary will
make available for inspection by Owners at its Office any reports, notices and other communications, including any proxy soliciting
material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports
and communications, including any proxy soliciting material to which Section 4.9 of the Deposit Agreement applies, to the Depositary
in English, to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.


 


The Depositary will
keep books for the registration of American Depositary Shares and transfers of American Depositary Shares, which shall be open
for inspection by the Owners and the Company at the Depositary’s Office during regular business hours, provided that
such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the
business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.


 




    	 	A-8	 



     


    

  


		12.	DIVIDENDS AND DISTRIBUTIONS.



 


Whenever the Depositary
receives any cash dividend or other cash distribution on Deposited Securities, the Depositary will, if at the time of receipt thereof
any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into Dollars
transferable to the United States, and subject to the Deposit Agreement, convert that dividend or other cash distribution into
Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof
and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto; provided, however, that if the Custodian
or the Depositary is required to withhold and does withhold from that cash dividend or other cash distribution an amount on account
of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing those
Deposited Securities shall be reduced accordingly. If a cash distribution would represent a return of all or substantially all
the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American
Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is
also requiring surrender of American Depositary Shares) as a condition of making that cash distribution. A distribution of that
kind shall be a Termination Option Event.


 


Subject to the provisions
of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution
described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in exchange for or in conversion
or in lieu of Deposited Securities), the Depositary will cause the securities or property received by it to be distributed to the
Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental
charges, in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a
distribution of depositary shares representing the securities received); provided, however, that if in the opinion
of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any
other reason the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt such other method as
it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public
or private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement)
to the Owners entitled thereto all in the manner and subject to the conditions set forth in Section 4.1 of the Deposit Agreement.
The Depositary may withhold any distribution of securities under Section 4.2 of the Deposit Agreement if it has not received reasonably
satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.
The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under
this Article that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under Section 4.2
of the Deposit Agreement would represent a return of all of substantially all the value of the Deposited Securities underlying
American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of
or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.


 




    	 	A-9	 



     


    

  


Whenever the Depositary
receives any distribution consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners
entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend
or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance
of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of
the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9
of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of Shares received (or American Depositary
Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering
fractional American Depositary Shares, the Depositary may sell the amount of Shares represented by the aggregate of those fractions
(or American Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject to the
conditions described in Section 4.1of the Deposit Agreement. If and to the extent that additional American Depositary Shares are
not delivered and Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent
the additional Shares distributed on the Deposited Securities represented thereby.


 


If the Company declares
a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities
or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation
with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful
and practical. As a condition of making a distribution election right available to Owners, the Depositary may require reasonably
satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act
of 1933.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to
any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private
sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner
the Depositary deems necessary and practicable to pay any those taxes or charges, and the Depositary shall distribute the net proceeds
of that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American
Depositary Shares held by them respectively.


 




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Each Owner and Holder
agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, officers, employees, agents and
affiliates for, and hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions
to tax, penalties or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by
it.


 


		13.	RIGHTS.



 


(a)          If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company
and the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant
of rights. The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company,
grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver
those securities or American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company,
deliver the rights to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the
net proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of
under clause (i), (ii) or (iii) above, the Depositary shall permit the rights to lapse unexercised.


 


(b)          If
the Depositary will act under clause (a)(i) above, the Company and the Depositary will enter into a separate agreement setting
forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form
the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities
to be received upon the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase
the securities. The purchased securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit
the purchased Shares under the Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner
or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary
will not act under clause (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under
the Securities Act of 1933 or the Depositary has received an opinion of United States counsel that is reasonably satisfactory to
it to the effect that those securities may be sold and delivered to the applicable Owners without registration under the Securities
Act of 1933.


 




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(c)          If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth
the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the
rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can
be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law,
the Depositary will deliver those rights as requested by that Owner.


 


(d)          If
the Depositary will act under clause (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion
to the number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled
to the rights that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because
of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.


 


(e)          Payment
or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the
expenses of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities
or payment of cash proceeds under Section 4.4 of that Agreement.


 


(f)          The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to
or exercise rights on behalf of Owners in general or any Owner in particular , or to sell rights.


 


		14.	CONVERSION OF FOREIGN CURRENCY.



 


Whenever the Depositary
or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities,
property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall
convert or cause to be converted by sale or in any other manner that it may determine that foreign currency into Dollars, and those
Dollars shall be distributed to the Owners entitled thereto. A cash distribution may be made upon an averaged or other practicable
basis without regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any American Depositary
Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section
5.9 of the Deposit Agreement.


 


If a conversion of
foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government
or agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.


 




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If the Depositary determines
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required
for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive
the same.


 


If any conversion of
foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners
entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested
and without liability for interest thereon for the account of, the Owners entitled thereto.


 


The Depositary may
convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as
agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange
rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives
when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used
or obtained in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at the
time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3 of the Deposit Agreement. The methodology used to determine exchange rates used in currency conversions
is available upon request.


 


		15.	RECORD DATES.



 


Whenever a cash dividend,
cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are
issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance
with Section 4.4 of the Deposit Agreement) or the Depositary receives notice that a distribution or issuance of that kind will
be made, or whenever the Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company
has requested the Depositary to send a notice under Section 4.7 of the Deposit Agreement, or whenever the Depositary will assess
a fee or charge against the Owners, or whenever the Depositary causes a change in the number of Shares that are represented by
each American Depositary Share, or whenever the Depositary otherwise finds it necessary or convenient, the Depositary shall fix
a record date, which shall be the same as, or as near as practicable to, any corresponding record date set by the Company with
respect to Shares, (a) for the determination of the Owners (i) who shall be entitled to receive the benefit of that dividend or
other distribution or those rights, (ii) who shall be entitled to give instructions for the exercise of voting rights at that meeting,
(iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date was set, or (b) on
or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections
4.1 through 4.5 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement, the Owners on a record
date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend
or other distribution or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares
held by them respectively, to give voting instructions or to act in respect of the other matter for which that record date was
fixed, or be responsible for that fee or charge, as the case may be.


 




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		16.	VOTING OF DEPOSITED SHARES.



 


(a)          Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing
by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which
shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting
received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of German law and of the articles of association or similar documents of the Company,
to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective
American Depositary Shares (iii) a statement as to the manner in which those instructions may be given and (iv) the last date
on which the Depositary will accept instructions (the “Instruction Cutoff Date”).


 


(b)          Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified
by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the
Depositary, the Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as
practicable, to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance
with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches
to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary.


 


(c)          There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above
in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 


(d)          If
the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders
of Shares in connection with the meeting as far in advance of the meeting date as practicable.


 




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		17.	TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR
CANCELLATION OF DEPOSITED SECURITIES.



 


(a)          The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar
offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do
so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.


 


(b)          If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash
in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”),
the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to
the issuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that
Redemption, (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called
American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption
and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be
entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and
(iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by them of called American
Depositary Shares in accordance with Section 2.5 of that Agreement (and, for the avoidance of doubt, Owners shall not be entitled
to receive that money under Section 4.1 of that Agreement). If the Redemption affects less than all the Deposited Securities, the
Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American
Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall
allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings
of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted so that no
fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited
Securities shall be a Termination Option Event.


 




    	 	A-15	 



     


    

  


(c)          If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a
holder of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion,
replacement or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender
the old Deposited Securities affected by that Replacement of Shares and hold, as new Deposited Securities under the Deposit Agreement,
the new securities or other property delivered to it in that Replacement. However, the Depositary may elect to sell those
new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited
Securities under the Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration
under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems
proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination
Option Event.


 


(d)          In
the case of a Replacement where the new Deposited Securities will continue to be held under the Deposit Agreement, the Depositary
may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities
and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented
by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American
Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary and may sell American Depositary
Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the
net proceeds of that sale to the Owners entitled to them.


 


(e)          If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled,
or the Deposited Securities with respect to American Depositary Shares become apparently worthless, the Depositary may call for
surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and a Termination
Option Event occurs.


 


		18.	LIABILITY OF THE COMPANY AND DEPOSITARY.



 


Neither the Depositary
nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any
Owner or Holder:


 


(i) if by reason of
(A) any provision of any present or future law or regulation or other act of the government of the United States or the Federal
Republic of Germany, any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority
or stock exchange; (B) (in the case of the Depositary only) any provision, present or future, of the articles of association or
similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering
or distribution thereof; or (C) any event or circumstance, whether natural or caused by a person or persons, that is beyond the
ability of the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including,
but not limited to earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal
acts; interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access
to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems
or equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be
subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing
that, by the terms of the Deposit Agreement or the Deposited Securities, it is provided shall be done or performed;


 




    	 	A-16	 



     


    

  


(ii) for any exercise
of, or failure to exercise, any discretion provided for in the Deposit Agreement (including any determination by the Depositary
to take, or not take, any action that the Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of
Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special,
consequential or punitive damages for any breach of the terms of the Deposit Agreement.


 


Where, by the terms
of a distribution to which Section 4.1, 4.2 or 4.3 of the Deposit Agreement applies, or an offering to which Section 4.4 of that
Agreement applies, or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary
may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary
shall not make that distribution or offering available to Owners, and shall allow any rights, if applicable, to lapse.


 




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Neither the Company
nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or Holders,
except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith.
The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither
the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates 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 American Depositary Shares, on behalf of any Owner or Holder or other person. Neither the Depositary nor the
Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or non-action
by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit,
any Owner or Holder, or any other person believed by it in good faith to be competent to give such advice or information. Each
of the Depositary and the Company and their respective directors, officers, employees, agents or affiliates may rely, and shall
be protected in relying upon, any written notice, request, direction or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising
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 negligence or bad faith while it acted as Depositary. The Depositary
shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection
with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence
of bad faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of
the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote. The Depositary shall
have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any
tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. No disclaimer
of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.


 


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



 


The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company,
to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to
become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of
a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion
may at any time appoint a substitute or additional custodian or custodians.


 


		20.	AMENDMENT.



 


The form of the Receipts
and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and
the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment
that would impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex
or facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing
right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days
after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder,
at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest
therein, to consent and agree to that amendment and to be bound by the Deposit Agreement as amended thereby. Upon the effectiveness
of an amendment to the form of Receipt, including a change in the number of Shares represented by each American Depositary Share,
the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of
American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender
American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.


 




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		21.	TERMINATION OF DEPOSIT AGREEMENT.



 


(a)          The
Company may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination
of the Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written
resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 of
that Agreement, (ii) an Insolvency Event or Delisting Event occurs with respect to the Company or (iii) a Termination Option Event
has occurred or will occur. If termination of this Deposit Agreement is initiated, the Depositary shall Disseminate a notice of
termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination
Date”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate on that
Termination Date.


 


(b)          After
the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations
to the Depositary under Sections 5.8 and 5.9 of that Agreement.


 


(c)          At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and
may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding,
and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making
that sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except (i) to account for the net
proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares,
any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the
Deposit Agreement and any applicable taxes or governmental charges) and (ii) for its obligations under Section 5.8 of that Agreement
and (iii) to act as provided in paragraph (d) below.


 




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(d)          After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities
(that have not been sold), may sell rights and other property as provided in the Deposit Agreement and shall deliver Deposited
Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the
fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American
Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental
charges). After the Termination Date, the Depositary shall not accept deposits of Shares or deliver American Depositary Shares.
After the Termination Date, (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of
withdrawal of Deposited Securities (that have not been sold) if in its judgment the requested withdrawal would interfere with its
efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited
Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of transfers
of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the
Owners and need not give any further notices or perform any further acts under the Deposit Agreement except as provided in Section
6.2 of that Agreement.


 


		22.	DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION
SYSTEM.



 


(a)          Notwithstanding
the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof
to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated
securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature
of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary
to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares
to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
that transfer.


 


(b)          In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is
claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery described in paragraph (a) above
has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For
the avoidance of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use
of the DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the
Depositary through the DRS/Profile system and otherwise in accordance with the Deposit Agreement, shall not constitute negligence
or bad faith on the part of the Depositary.


 




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		23.	APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION
TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.



 


The Company has (i)
appointed C T Corporation System, 111 Eighth Avenue, New York, NY 10011, as the Company's authorized agent upon which process may
be served in any suit or Proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares,
the Receipts or the Deposit Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the County
of New York in which any such suit or Proceeding may be instituted, and (iii) agreed that service of process upon said authorized
agent shall be deemed in every respect effective service of process upon the Company in any such suit or Proceeding.


 


EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR
THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING
WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


To the extent that
the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment
upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted
by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.


 




    	 	A-21	 



     


    

  


		24.	DISCLOSURE OF INTERESTS.



 


When required in order
to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American
Depositary Shares are, or will be traded or listed or the rules and requirements of any clearing system through which transactions
in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company
may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity
in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then
or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter
where disclosure of such matter is required for that compliance.   Each Owner and Holder agrees to provide all information
known to it in response to a request made pursuant to this Article.  Each Holder consents to the disclosure by the Owner
or other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a
request made pursuant to this Article relating to that Holder that is known to that Owner or other Holder.  The Depositary
agrees to use reasonable efforts, at the Company's expense, to comply with written instructions requesting that the
Depositary forward any request authorized under this Article to the Owners and to forward to the Company any responses it receives
in response to that request. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations
of the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership
or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed
to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other
authorities of the Federal Republic of Germany. 


 



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