Exhibit 4.2


 


AMERICAN DEPOSITARY SHARES


(Each American Depositary Share represents


10 deposited Shares)


 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES OF


MDXHEALTH SA


(INCORPORATED UNDER THE LAWS OF BELGIUM)


 


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 MDxHealth SA, incorporated under the laws of Belgium (herein called the “Company”).
At the date hereof, each American Depositary Share represents 10 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 ING Belgium SA/NV located in Belgium. The Depositary’s Office and its principal executive office
are located at 240 Greenwich Street, New York, N.Y. 10286.


 


THE DEPOSITARY’S OFFICE ADDRESS IS


240 GREENWICH 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 __________, 2021 (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 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 the 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), and except that the
Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would
require delivery of a fraction of a Deposited Security. 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 giving that direction by cable (including SWIFT) or facsimile
transmission. If Deposited Securities are delivered physically (to the extent permitted by law) upon surrender of American Depositary
Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s office, 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 2.9 of that Deposit 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 2.9 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 Depositary may refuse to accept deposits of
Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular instances, or may
suspend deposits of Shares or registration of transfer generally, whenever it or the Company considers it necessary or advisable to do
so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities in particular
instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding anything to the contrary in the
Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s register or the register of holders of
Shares maintained by the Company or the Foreign Registrar, 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, (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 or (iv) any other
reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act of 1933
or any successor to that provision.


 


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. 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 relevant 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
the Deposit 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 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. DISCLOSURE OF INTERESTS.




 


When required in order to comply with applicable
laws and regulations 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, in the Company’s
reasonable opinion, required for that compliance.   Each Owner and Holder agrees to provide all information known to it in response
to a request made pursuant to Section 3.4 of the Deposit Agreement.  Each Holder consents to the disclosure by the Depositary
and 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 that Section relating to that Holder that is known to that Owner or other Holder. Each Owner and
Holder further agrees to comply with the laws and regulations of the United States and Belgium (if and to the extent applicable) with
respect to the disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares
represented thereby, including, inter alia, requirements to make notifications and filings within the required timeframes to the
Company, to the Board of Directors of the Company, to the Commission, to the Belgian Financial Services and Markets Authority and any
other applicable required authorities in the United States or in Belgium.


 






    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 maintain a register of American
Depositary Shares and transfers of American Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s
Office during regular business hours, but only for the purpose of communicating with Owners regarding 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:


 


(i) 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; or


 


(ii) sell all Deposited Securities
other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for surrender of all
those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts under this paragraph, that
action shall also 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 entitled thereto, or if for any other reason the Depositary deems such distribution not to be lawful and feasible, the
Depositary may, after consultation with the Company to the extent practicable, 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 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.


 






    A-9


     

    

 


If a distribution to be made under Section 4.2
of the Deposit Agreement would represent a return of all or substantially all the value of the Deposited Securities underlying American
Depositary Shares, the Depositary may:


 


(i) 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; or


 


(ii) sell all Deposited Securities
other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender of all those American
Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 


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 4.1 of 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 satisfactory assurances from the Company that doing so does
not require registration of any securities under the Securities Act of 1933 that has not been effected.


 






    A-10


     

    

 


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.


 


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. Services for Owners and Holders that may
permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated with
using services of that kind, are not provided under, and are outside the scope of, the Deposit Agreement.


 


 13. RIGHTS.




 


(a) If
rights are granted to the Depositary in respect of deposited Shares to purchase or subscribe for 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 or subscribe for 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
(i), (ii) or (iii) above, the Depositary shall permit the rights to lapse unexercised.


 


(b) If
the Depositary will act under (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 or subscription price of the securities to be received
upon the exercise of the rights and any applicable fees or charges, the Depositary shall, on behalf of that Owner, exercise the rights
and purchase or subscribe for the securities. The purchased securities shall be delivered to, or as instructed by, the Depositary. The
Depositary shall (i) deposit the purchased or subscribed Shares under the Deposit Agreement and deliver American Depositary Shares representing
those Shares to that Owner or (ii) deliver or cause the purchased or subscribed Shares or other securities to be delivered to or to the
order of that Owner. The Depositary will not act under (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 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.


 






    A-11


     

    

 


(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 (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 the Deposit Agreement.


 


(f) Neither
the Depositary nor the Company shall 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 or one of its agents or affiliates or the
Custodian 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.


 






    A-12


     

    

 


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.


 


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, or the Custodian or the Company may convert currency and pay Dollars to the Depositary. Where the Depositary
converts currency itself or through any of its affiliates, the Depositary 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 by it or its
affiliate 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 that Agreement.  The methodology used to determine exchange rates used in currency conversions made by the Depositary
is available upon request. Where the Custodian converts currency, the Custodian has no obligation to obtain the most favorable rate that
could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to Owners,
and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect
losses associated with the rate.  In certain instances, the Depositary may receive dividends or other distributions from the Company
in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained
or determined by or on behalf of the Company and, in such cases, the Depositary will not engage in, or be responsible for, any foreign
currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by the Company is the
most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with the rate.


 






    A-13


     

    

 


 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.


 


 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 Belgian 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”).


 






    A-14


     

    

 


(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) In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, 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 not less than 30 days prior to the meeting date.


 


(e) Notwithstanding
anything in this Section 4.7 to the contrary, the Depositary and the Company may modify, amend or adopt additional procedures relating
to voting of deposited Shares from time to time as they determine may be necessary or appropriate to comply with applicable law and the
articles of association or similar document of the Company.


 


 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.


 






    A-15


     

    

 


(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.


 


(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.


 






    A-16


     

    

 


(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 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 that condition shall be
a Termination Option Event.


 


 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, any State of the United States or any other state, country
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, criminal acts or outbreaks of infectious disease; 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;


 


(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);


 






    A-17


     

    

 


(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.


 


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 a fiduciary
or have any fiduciary duty to Owners or Holders. 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 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 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
and neither the Depositary nor the Company shall have any liability for any tax consequences that may be incurred by Owners or Holders
as a result of owning or holding American Depositary Shares. Neither the Depositary nor the Company shall be liable for the inability
or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld
in respect of tax or any other tax benefit.


 






    A-18


     

    

 


 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 (including SWIFT) 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.


 






    A-19


     

    

 


 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 or (ii) a
Termination Option Event has occurred or will occur. If termination of the 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),
(ii) for its obligations under Section 5.8 of that Agreement 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 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) or reverse previously accepted surrenders of that kind that have not settled 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.


 






    A-20


     

    

 


 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 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 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.


 


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




 


The Company has (i) appointed Cogency Global Inc.
located at 122 East 42nd Street, 18th Floor, New York, NY 10168 as the Company’s authorized agent in the United States 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 State
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.


 






    A-21


     

    

 


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) AND ANY CLAIM BASED ON U.S. FEDERAL SECURITIES
LAWS.


 


No disclaimer of liability under the United States
federal securities laws or the rules and regulations thereunder is intended by any provision of the Deposit Agreement, inasmuch as no
person is able to effectively waive the duty of any other person to comply with its obligations under those laws, rules and regulations.


 


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 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-22