Exhibit 2.1
 
 DEPOSIT AGREEMENT
 
  PETROBRAS ENERGÍA S.A.
  CITIBANK, N.A.,
  THE HOLDERS AND BENEFICIAL OWNERS OF  AMERICAN DEPOSITARY SHARES  ISSUED HEREUNDER




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ARTICLE I DEFINITIONS
    
    
    1Section 1.1 ADS Record Date
    
    
    1Section 1.2 Affiliate
    
    
    2Section 1.3 American Depositary Receipt(s), ADR(s) and Receipt(s)
    
    
    2Section 1.4 American Depositary Share(s) and ADS(s)
    
    
    2Section 1.5 Applicant
    
    
    2Section 1.6 Argentine pesos and P$
    
    
    2Section 1.7 Articles of Association
    
    
    2Section 1.8 Beneficial Owner
    
    
    2Section 1.9 Caja de Valores
    
    
    2Section 1.10 Certificated ADS(s)
    
    
    3Section 1.11 Commission
    
    
    3Section 1.12 Company
    
    
    3Section 1.13 Custodian
    
    
    3Section 1.14 Deliver and Delivery
    
    
    3Section 1.15 Deposit Agreement
    
    
    3Section 1.16 Depositary
    
    
    3Section 1.17 Deposited Securities
    
    
    3Section 1.18 Dollars and $
    
    
    3Section 1.19 DTC
    
    
    3Section 1.20 DTC Participant
    
    
    4Section 1.21 Exchange Act
    
    
    4Section 1.22 Foreign Currency
    
    
    4Section 1.23 Full Entitlement ADR(s), Full Entitlement ADS(s) and Full Entitlement
Share(s)
    
    
    4Section 1.24 Holder(s)
    
    
    4Section 1.25 Partial Entitlement ADR(s), Partial Entitlement ADS(s) and Partial
Entitlement Share(s)
    
    
    4Section 1.26 Pre-Release Transaction
    
    
    4Section 1.27 Principal Office
    
    
    4Section 1.28 Registrar
    
    
    4Section 1.29 Restricted Securities
    
    
    5Section 1.30 Restricted ADR(s), Restricted ADS(s) and Restricted Shares
    
    
    5Section 1.31 Securities Act
    
    
    5Section 1.32 Share Registrar
    
    
    5Section 1.33 Shares
    
    
    5Section 1.34 Uncertificated ADS(s)
    
    
    5Section 1.35 United States and U.S.
    
    
    5ARTICLE II APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
    
    
    6Section 2.1 Appointment of Depositary
    
    
    6Section 2.2 Form and Transferability of ADSs
    
    
    6Section 2.3 Deposit of Shares
    
    
    7




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Section 2.4 Registration and Safekeeping of Deposited Securities
    
    
    9Section 2.5 Issuance of ADSs
    
    
    9Section 2.6 Transfer, Combination and Split-up of ADRs
    
    
    10Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities
    
    
    11Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of
Delivery, Transfer, etc.
    
    
    12Section 2.9 Lost ADRs, etc.
    
    
    13Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records
    
    
    13Section 2.11 Escheatment
    
    
    13Section 2.12 Partial Entitlement ADSs
    
    
    13Section 2.13 Certificated/Uncertificated ADSs
    
    
    14Section 2.14 Restricted ADSs
    
    
    15ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS
OF ADSs
    
    
    17Section 3.1 Proofs, Certificates and Other Information
    
    
    17Section 3.2 Liability for Taxes and Other Charges
    
    
    17Section 3.3 Representations and Warranties on Deposit of Shares
    
    
    18Section 3.4 Compliance with Information Requests
    
    
    18Section 3.5 Ownership Restrictions
    
    
    19Section 3.6 Reporting Obligations and Regulatory Approvals
    
    
    19ARTICLE IV THE DEPOSITED SECURITIES
    
    
    20Section 4.1 Cash Distributions
    
    
    20Section 4.2 Distribution in Shares
    
    
    20Section 4.3 Elective Distributions in Cash or Shares
    
    
    21Section 4.4 Distribution of Rights to Purchase Additional ADSs
    
    
    22Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares
    
    
    23Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form
    
    
    24Section 4.7 Redemption
    
    
    24Section 4.8 Conversion of Foreign Currency
    
    
    25Section 4.9 Fixing of ADS Record Date
    
    
    26Section 4.10 Voting of Deposited Securities
    
    
    26Section 4.11 Changes Affecting Deposited Securities
    
    
    28Section 4.12 Available Information
    
    
    28Section 4.13 Reports
    
    
    29Section 4.14 List of Holders
    
    
    29Section 4.15 Taxation
    
    
    29ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
    
    
    30Section 5.1 Maintenance of Office and Transfer Books by the Registrar
    
    
    30Section 5.2 Exoneration
    
    
    31Section 5.3 Standard of Care
    
    
    31Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary
    
    
    32Section 5.5 The Custodian
    
    
    33




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Section 5.6 Notices and Reports
    
    
    33Section 5.7 Issuance of Additional Shares, ADSs etc.
    
    
    34Section 5.8 Indemnification
    
    
    35Section 5.9 Fees and Charges of Depositary
    
    
    36Section 5.10 Pre-Release Transactions
    
    
    37Section 5.11 Restricted Securities Owners
    
    
    37ARTICLE VI AMENDMENT AND TERMINATION
    
    
    38Section 6.1 Amendment/Supplement
    
    
    38Section 6.2 Termination
    
    
    39ARTICLE VII MISCELLANEOUS
    
    
    40Section 7.1 Counterparts
    
    
    40Section 7.2 No Third-Party Beneficiaries
    
    
    40Section 7.3 Severability
    
    
    40Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect
    
    
    40Section 7.5 Notices
    
    
    40Section 7.6 Governing Law and Jurisdiction
    
    
    41Section 7.7 Assignment
    
    
    43Section 7.8 Compliance with U.S. Securities Laws
    
    
    43Section 7.9 Argentine Law References
    
    
    43Section 7.10 Titles and References
    
    
    43EXHIBITSForm of ADR
    
    
    A-1Fee Schedule
    
    
    B-1




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DEPOSIT AGREEMENT
 DEPOSIT AGREEMENT
 W I T N E S S E T H   T H A T
 WHEREAS
 WHEREAS
 WHEREAS Exhibit A
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE I
 DEFINITIONS
  Section 1.1  ADS Record Date 
  1




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Section 1.2  Affiliate 
 Section 1.3 American Depositary Receipt(s) ADR(s) Receipt(s)
 Section 1.4 American Depositary Share(s) ADS(s)
 Section 1.5 Applicant
 Section 1.6 Argentine pesos P$ 
 Section 1.7 Articles of Association estatutos sociales,
 Section 1.8 Beneficial Owner
 Section 1.9 Caja de Valores
  2




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Section 1.10 Certificated ADS(s)
 Section 1.11 Commission
 Section 1.12 Company
 Section 1.13 Custodian
 Section 1.14 Deliver Delivery when used in respect of Shares
and other Deposited Securities when used in respect of ADSs
 Section 1.15 Deposit Agreement
 Section 1.16 Depositary
 Section 1.17 Deposited Securities
 Section 1.18 Dollars $
 Section 1.19 DTC
  3




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Section 1.20 DTC Participant
 Section 1.21 Exchange Act
 Section 1.22 Foreign Currency
 Section 1.23 Full Entitlement ADR(s) Full Entitlement ADS(s) and Full
Entitlement Share(s)
 Section 1.24 Holder(s)
 Section 1.25 Partial Entitlement ADR(s) Partial Entitlement ADS(s) Partial Entitlement Share(s)
 Section 1.26 Pre-Release Transaction
 Section 1.27 Principal Office
 Section 1.28 Registrar
  4




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Section 1.29 Restricted Securities
 Section 1.30 Restricted ADR(s) Restricted ADS(s) Restricted
Shares
 Section 1.31 Securities Act
 Section 1.32 Share Registrar
 Section 1.33 Shares provided that provided further however that
 Section 1.34 Uncertificated ADS(s)
 Section 1.35 United States U.S.
  5




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ARTICLE II
 APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;
DEPOSIT OF SHARES; EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
 Section 2.1 Appointment of Depositary .
 Section 2.2 Form and Transferability of ADSs .
 (a) Form . Exhibit A
 (b) Legends .
  6




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(c) Title .
 (d) Book-Entry Systems .
 Section 2.3 Deposit of Shares . in the case of Shares represented by certificates issued in registered
form in the case of Shares represented by certificates in bearer form in the case of Shares delivered by book-entry transfer and
recordation
  7




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8




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Section 2.4 Registration and Safekeeping of Deposited Securities .
 Section 2.5 Issuance of ADSs. Exhibit B
  9




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Section 2.6 Transfer, Combination and Split-up of ADRs .
 (a) Transfer . Exhibit B subject, however, in each case,
 (b) Combination & Split Up . Exhibit B subject, however, in each case
 (c) Co-Transfer Agents .
  10




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Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities . Exhibit B subject, however,
in each case
 subject however, in each case,
   11




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Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of
Delivery, Transfer, etc .
 (a) Additional Requirements . Exhibit B
 (b) Additional Limitations .
 (c) Regulatory Restrictions .
  12




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Section 2.9 Lost ADRs, etc . in the case of a mutilated ADR, in the case of a destroyed, lost or stolen ADR,
 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records . i.e.
 Section 2.11 Escheatment .
 Section 2.12 Partial Entitlement ADSs . Full Entitlement Shares Partial Entitlement Shares Partial
Entitlement ADSs/ADRs Full Entitlement ADSs/ADRs
  13




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Section 2.13 Certificated/Uncertificated ADSs. Uncertificated ADS(s) Certificated ADS(s)
  14




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Section 2.14 Restricted ADSs . Restricted
Shares Restricted ADSs Restricted ADRs
  15




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inter alia
  16




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ARTICLE III
 CERTAIN OBLIGATIONS OF HOLDERS
AND BENEFICIAL OWNERS OF ADSs
 Section 3.1 Proofs, Certificates and Other Information .
 Section 3.2 Liability for Taxes and Other Charges .
  17




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Section 3.3 Representations and Warranties on Deposit of Shares .
 Section 3.4 Compliance with Information Requests . inter alia
  18




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Section 3.5 Ownership Restrictions .
 Section 3.6 Reporting Obligations and Regulatory Approvals .
  19




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ARTICLE IV
 THE DEPOSITED SECURITIES
 Section 4.1 Cash Distributions . inter alia bienes personales
 Section 4.2 Distribution in Shares . inter alia
  20




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Section 4.3 Elective Distributions in Cash or Shares . inter alia
  21




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Section 4.4 Distribution of Rights to Purchase Additional ADSs .
 (a) Distribution to ADS Holders . inter alia
 (b) Sale of Rights .
 (c) Lapse of Rights .
  22




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Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares .
 (a)
  23




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(b)
 (c)
 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form .
 Section 4.7 Redemption .
  24




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Section 4.8 Conversion of Foreign Currency .
    25




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Section 4.9 Fixing of ADS Record Date . ADS Record
Date
 Section 4.10 Voting of Deposited Securities.
 (a) ADS Voting Instructions.
  26




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i.e.
 (b) Voting in the Absence of Instructions.
 (c) Legal Prohibitions.
   27




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Section 4.11 Changes Affecting Deposited Securities .
 Section 4.12 Available Information . www.sec.gov
  28




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Section 4.13 Reports .
 Section 4.14 List of Holders .
 Section 4.15 Taxation.
 i.e.
  29




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ARTICLE V
 THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
 Section 5.1 Maintenance of Office and Transfer Books by the Registrar .
     30




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Section 5.2 Exoneration .
   Section 5.3 Standard of Care .
   31




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Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary .
    32




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Section 5.5 The Custodian .
   Section 5.6 Notices and Reports .
  33




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Section 5.7 Issuance of Additional Shares, ADSs etc .
  34




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Section 5.8 Indemnification .
     35




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Section 5.9 Fees and Charges of Depositary . Exhibit B
    36




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Section 5.10 Pre-Release Transactions . Pre-Release Transaction Applicant
  Section 5.11 Restricted Securities Owners .
  37




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ARTICLE VI
 AMENDMENT AND TERMINATION
 Section 6.1 Amendment/Supplement . provided however i.e.
  38




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Section 6.2 Termination . Termination Date
    39




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ARTICLE VII
 MISCELLANEOUS
 Section 7.1 Counterparts .
 Section 7.2 No Third-Party Beneficiaries .
 Section 7.3 Severability .
 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect .
 Section 7.5 Notices . th Attention
 Attention
  40




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(a) (b)
   Section 7.6 Governing Law and Jurisdiction .
  41




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Agent
     42




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Section 7.7 Assignment .
 Section 7.8 Compliance with U.S. Securities Laws .
 Section 7.9 Argentine Law References .
 Section 7.10 Titles and References .
 (a) Deposit Agreement . vice versa
  43




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(b) ADRs . vice versa
  PETROBRAS ENERGÍA S.A.By:
    /s/ Luis M. SasName:
    Luis M. SasTitle:
    Director  Chief Financial OfficerCITIBANK, N.A.By:
    /s/ Keith G. GalfoName:
    Keith G. GalfoTitle:
    Vice President  44




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EXHIBIT A
 [FORM OF ADR]
 Number
    
    CUSIP NUMBER: 71646J 109
  PETROBRAS ENERGÍA S.A.
 
  A-1




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(1) The Deposit Agreement .
  (2) Withdrawal of Deposited Securities . Exhibit B subject, however, in each
case
  A-2




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subject however, in each case
  (3) Transfer, Combination and Split-Up of ADRs . Exhibit B subject, however, in each case,
  A-3




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Exhibit B subject, however, in each case
 (4) Pre-Conditions to Registration, Transfer, Etc . Exhibit B
   A-4




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(5) Compliance With Information Requests . inter alia
 (6) Ownership Restrictions .
   A-5




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(7) Liability of Holder for Taxes and Other Charges .
   A-6




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(8) Representations and Warranties of Depositors .
 (9) Filing Proofs, Certificates and Other Information .
  A-7




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(10) Charges of Depositary .
 (i)
    
    Issuance Fee: to any person depositing Shares or to
whom ADSs are issued upon the deposit of Shares (excluding issuances as a
result of distributions described in paragraph (iv) below), a fee not in excess
of U.S. $5.00 per 100 ADSs (or fraction thereof) so issued under the terms of
the Deposit Agreement;(ii)
    
    Cancellation Fee: to any person surrendering ADSs for
cancellation and withdrawal of Deposited Securities or to any person to whom
Deposited Securities are delivered, a fee not in excess of U.S. $5.00 per 100
ADSs (or fraction thereof) surrendered;(iii)
    
    Cash Dividend Fee: to any Holder of ADSs, a fee not
in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the
distribution of cash dividends;(iv)
    
    Cash Distribution Fee: to any Holder of ADSs, a fee
not in excess of U.S. $2.00 per 100 ADSs (or fraction thereof) held for the
distribution of cash other than cash dividends (i.e., sale of rights and other
entitlements);(v)
    
    Stock Distribution /Rights Exercise Fee: to any Holder
of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
held for (a) the distribution of stock dividends or other free stock
distributions or (b) the exercise of rights to purchase additional ADSs; and(vi)
    
    Other Distribution Fee: to any Holder of ADS(s), a fee
not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the
distribution of securities other than ADSs or rights to purchase additional
ADSs.
  (i)
    
    taxes (including applicable interest and penalties) and other
governmental charges;(ii)
    
    such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities on the share
register and applicable to transfers of Shares or other Deposited Securities to
or from the name of the Custodian, the Depositary or any nominees upon the
making of deposits and withdrawals, respectively;(iii)
    
    such cable, telex and facsimile transmission and delivery
expenses as are expressly provided in the Deposit Agreement to be at the
expense of the person depositing or withdrawing Shares or Holders and
Beneficial Owners of ADSs;(iv)
    
    the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
  A-8




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(v)
    
    such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations and other
regulatory requirements applicable to Shares, Deposited Securities, ADSs and
ADRs; and(vi)
    
    the fees and expenses incurred by the Depositary, the
Custodian, or any nominee in connection with the delivery or servicing of
Deposited Securities.
     A-9




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(11) Title to ADRs .
 (12) Validity of ADR .
  A-10




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(13) Available Information; Reports; Inspection of Transfer Books .
 www.sec.gov
    CITIBANK, N.A.
    
    
    
    CITIBANK, N.A.Transfer Agent and Registrar
    
    
    
    as DepositaryBy:
    
    
    
    
    
    By:Authorized Signatory
    
    
    
    
    
    Authorized Signatory
   A-11




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[FORM OF REVERSE OF ADR]
   (14) Dividends and Distributions in Cash, Shares, etc . inter alia bienes personales
  A-12




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inter alia
  inter alia
  A-13




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inter alia
  A-14




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A-15




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(15) Redemption .
  A-16




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(16) Fixing of ADS Record Date . ADS Record Date
 (17) Voting of Deposited Securities .
  A-17




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A-18




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(18) Changes Affecting Deposited Securities .
  A-19




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(19) Exoneration .
 (20) Standard of Care .
  A-20




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(21) Resignation and Removal of the Depositary; Appointment of Successor Depositary .
 (22) Amendment/Supplement . provided however i.e.
  A-21




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(23) Termination . Termination Date
  A-22




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(24) Compliance with U.S. Securities Laws .
 (25) Certain Rights of the Depositary; Limitations . provided however Pre-Release Transaction Applicant
  A-23




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provided however
  A-24




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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
 
 Dated:
    
    Name:By:Title:NOTICE: The signature of the Holder to this
assignment must correspond with the name as written
upon the face of the within instrument in every
particular, without alteration or enlargement or any
change whatsoever.If the endorsement be executed by an attorney,
executor, administrator, trustee or guardian, the
person executing the endorsement must give his/her
full title in such capacity and proper evidence of
authority to act in such capacity, if not on file
with the Depositary, must be forwarded with this ADR.SIGNATURE GUARANTEEDAll endorsements or assignments of ADRs must be
guaranteed by a member of a Medallion Signature
Program approved by the Securities Transfer
Association, Inc.
  A-25




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EXHIBIT B
 FEE SCHEDULE
 DEPOSITARY FEES AND RELATED CHARGES
  I. Depositary Fees
  Service
    
    Rate
    
    By Whom Paid(1) Issuance of ADSs upon
deposit of Shares
(excluding issuances as a
result of distributions
described in paragraph (4)
below).
    
    Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) issued.
    
    Person depositing
Shares or person
receiving ADSs.(2) Delivery of Deposited
Securities against
surrender of ADSs.
    
    Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) surrendered.
    
    Person surrendering
ADSs for the purpose
of withdrawal of
Deposited Securities
or person to whom
Deposited Securities
are delivered.(3) Distribution of cash
dividends.
    
    Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) held.
    
    Person to whom
distribution is made.(4) Cash distributions
other than cash dividends
(i.e., sale of rights and
other entitlements).
    
    Up to U.S. $2.00 per
100 ADSs (or fraction
thereof) held.
    
    Person to whom
distribution is made.(5) Distribution of ADSs
pursuant to (i) stock
dividends or other free
stock distributions, or
(ii) exercise of rights to
purchase additional ADSs.
    
    Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) held.
    
    Person to whom
distribution is made.(6) Distribution of
securities other than ADSs
or rights to purchase
additional ADSs (i.e.,
spin-off shares).
    
    Up to U.S. $5.00 per
100 ADSs (or fraction
thereof) held.
    
    Person to whom
distribution is made.
  B-1




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II. Charges
  (i)
    
    taxes (including applicable interest and penalties) and other governmental charges;(ii)
    
    such registration fees as may from time to time be in effect for the registration of Shares
or other Deposited Securities on the share register and applicable to transfers of Shares or
other Deposited Securities to or from the name of the Custodian, the Depositary or any
nominees upon the making of deposits and withdrawals, respectively;(iii)
    
    such cable, telex and facsimile transmission and delivery expenses as are expressly provided
in the Deposit Agreement to be at the expense of the person depositing or withdrawing Shares
or Holders and Beneficial Owners of ADSs;(iv)
    
    the expenses and charges incurred by the Depositary in the conversion of foreign currency;(v)
    
    such fees and expenses as are incurred by the Depositary in connection with compliance with
exchange control regulations and other regulatory requirements applicable to Shares, Deposited
Securities, ADSs and ADRs; and(vi)
    
    the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection
with the servicing or delivery of Deposited Securities.
   B-2