Exhibit 4.2


 


	 
	DEPOSIT AGREEMENT
	 


 


by and among


 


INNOCOLL AG


 


AND


 


CITIBANK, N.A.,


as Depositary,


 


AND


 


	ALL HOLDERS AND BENEFICIAL OWNERS OF
	AMERICAN DEPOSITARY SHARES
	ISSUED HEREUNDER
	 
	 
	Dated as of [DATE], 2014


 




    	 



    	 



    

  


TABLE OF CONTENTS


 


	ARTICLE I	DEFINITIONS	1
	Section 1.1	“ADS Record Date”	1
	Section 1.2	“Affiliate”	2
	Section 1.3	“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”	2
	Section 1.4	“American Depositary Share(s)” and “ADS(s)”	2
	Section 1.5	“Applicant”	2
	Section 1.6	“Articles of Association”	2
	Section 1.7	“Beneficial Owner”	2
	Section 1.8	“Certificated ADS(s)”	3
	Section 1.9	“Clearstream”	3
	Section 1.10	“Commission”	3
	Section 1.11	“Company”	3
	Section 1.12	“Custodian”	3
	Section 1.13	“Deliver” and “Delivery”	3
	Section 1.14	“Deposit Agreement”	4
	Section 1.15	“Depositary”	4
	Section 1.16	“Deposited Property”	4
	Section 1.17	“Deposited Securities”	4
	Section 1.18	“Dollars” and “$”	4
	Section 1.19	“DTC”	4
	Section 1.20	“DTC Participant”	4
	Section 1.21	“Euro” and “€”	5
	Section 1.22	“Exchange Act”	5
	Section 1.23	“Foreign Currency”	5
	Section 1.24	“Germany”	5
	Section 1.25	“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)”	5
	Section 1.26	“Holder(s)”	5
	Section 1.27	“Initial Deposit”	5
	Section 1.28	“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)”
	5
	Section 1.29	“Pre-Release Transaction”	5
	Section 1.30	“Principal Office”	5
	Section 1.31	“Registrar”	5
	Section 1.32	“Restricted Securities”	5
	Section 1.33	“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”	6
	Section 1.34	“Securities Act”	6
	Section 1.35	“Share Registrar”	6
	Section 1.36	“Shares”	6
	Section 1.37	“Uncertificated ADS(s)”	6
	Section 1.38	“Uncertificated Restricted ADS(s)”	6


 




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	Section 1.39	“United States” and “U.S.”	6
	 	 	 
	ARTICLE II	APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

	7
	Section 2.1	Appointment of Depositary	7
	Section 2.2	Form and Transferability of ADSs	7
	Section 2.3	Deposit of Shares	9
	Section 2.4	Registration and Safekeeping of Deposited Securities	10
	Section 2.5	Issuance of ADSs	11
	Section 2.6	Transfer, Combination and Split-up of ADRs	11
	Section 2.7	Surrender of ADSs and Withdrawal of Deposited Securities	13
	Section 2.8	Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc	14
	Section 2.9	Lost ADRs, etc	15
	Section 2.10	Cancellation and Destruction of Surrendered ADRs; Maintenance of Records	15
	Section 2.11	Escheatment	15
	Section 2.12	Partial Entitlement ADSs	16
	Section 2.13	Certificated/Uncertificated ADSs	16
	Section 2.14	Restricted ADSs	18
	 	 	 
	ARTICLE III	CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs	19
	Section 3.1	Proofs, Certificates and Other Information	19
	Section 3.2	Liability for Taxes and Other Charges	20
	Section 3.3	Representations and Warranties on Deposit of Shares	20
	Section 3.4	Compliance with Information Requests	21
	Section 3.5	Ownership Restrictions	21
	Section 3.6	Reporting Obligations and Regulatory Approvals	21
	 	 	 
	ARTICLE IV	THE DEPOSITED SECURITIES	22
	Section 4.1	Cash Distributions	22
	Section 4.2	Distribution in Shares	22
	Section 4.3	Elective Distributions in Cash or Shares	23
	Section 4.4	Distribution of Rights to Purchase Additional ADSs	24
	Section 4.5	Distributions Other Than Cash, Shares or Rights to Purchase Shares	26
	Section 4.6	Distributions with Respect to Deposited Securities in Bearer Form	27
	Section 4.7	Redemption	27
	Section 4.8	Conversion of Foreign Currency	27
	Section 4.9	Fixing of ADS Record Date	28
	Section 4.10	Voting of Deposited Securities	28
	Section 4.11	Changes Affecting Deposited Securities	30
	Section 4.12	Available Information	31
	Section 4.13	Reports	31
	Section 4.14	List of Holders	31


 




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	Section 4.15	Taxation	31
	Section 4.16	Limitation of Rights	32
	 	 	 
	ARTICLE V	THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY	32
	Section 5.1	Maintenance of Office and Transfer Books by the Registrar	32
	Section 5.2	Exoneration	33
	Section 5.3	Standard of Care	34
	Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	35
	Section 5.5	The Custodian	35
	Section 5.6	Notices and Reports	36
	Section 5.7	Issuance of Additional Shares, ADSs etc	37
	Section 5.8	Indemnification	38
	Section 5.9	ADS Fees and Charges	39
	Section 5.10	Pre-Release Transactions	40
	Section 5.11	Restricted Securities Owners	41
	 	 	 
	ARTICLE VI	AMENDMENT AND TERMINATION	41
	Section 6.1	Amendment/Supplement	41
	Section 6.2	Termination	42
	 	 	 
	ARTICLE VII	MISCELLANEOUS	43
	Section 7.1	Counterparts	43
	Section 7.2	No Third-Party Beneficiaries	43
	Section 7.3	Severability	43
	Section 7.4	Holders and Beneficial Owners as Parties; Binding Effect	44
	Section 7.5	Notices	44
	Section 7.6	Governing Law and Jurisdiction	45
	Section 7.7	Assignment	46
	Section 7.8	Compliance with U.S. Securities Laws	46
	Section 7.9	Relationship between the Company and Holders and Beneficial Owners	46
	Section 7.10	German Law References	47
	Section 7.11	Titles and References	47
	 	 	 
	EXHIBITS	 	 
	 	Form of ADR.	A-1
	 	Fee Schedule.	B-1


 




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DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated as of [DATE],
2014, by and among (i) Innocoll AG, a company organized under the laws of the Federal Republic of Germany, and its successors
(the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States
of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all
Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).


 


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


 


WHEREAS, the Company desires to establish
with the Depositary an ADR facility to provide, inter alia, for the deposit of the Shares (as hereinafter defined) and the
creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary
Receipts (as hereinafter defined) to investors evidencing such American Depositary Shares; and


 


WHEREAS, the Depositary is willing to
act as the Depositary for such ADR facility upon the terms set forth in the Deposit Agreement (as hereinafter defined); and


 


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


 


WHEREAS, the American Depositary Shares
to be issued pursuant to the terms of the Deposit Agreement are to be listed for trading on the NASDAQ Global Market; and


 


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


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


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


 


Section 1.1        “ADS
Record Date” shall have the meaning given to such term in Section 4.9. 


 




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Section 1.2        “Affiliate”
shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C promulgated under the
Securities Act (as hereinafter defined), or under any successor regulation thereto.


 


Section 1.3        “American
Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” shall mean
the certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement
in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the
provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central
depository such as DTC, be in the form of a “Balance Certificate.”


 


Section 1.4        “American
Depositary Share(s)” and “ADS(s)” shall mean the rights and interests in the Deposited
Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of the Deposit
Agreement and , if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to evidence such ADSs. ADS(s) may
be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter defined), in which
case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are
not evidenced by ADR(s) but are reflected on the direct registration system maintained by the Depositary for such purposes under
the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or unless the context otherwise requires,
any reference to ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context
may require. Each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the number of
Shares specified in the form of ADR attached hereto as Exhibit A (as amended from time to time) on deposit with the Depositary
and/or the Custodian, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued
as a Certificated ADS), until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a change
in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS
shall represent the right to receive, and to exercise the beneficial ownership interests in, the applicable Deposited Property
on deposit with the Depositary and the Custodian determined in accordance with the terms of such Sections, subject, in each case,
to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS).


 


Section 1.5        “Applicant”
shall have the meaning given to such term in Section 5.10.


 


Section 1.6        “Articles
of Association” shall mean the Articles of Association of the Company, as they may be amended from time to time.


 


Section 1.7        “Beneficial
Owner” shall mean, as to any ADS, any person or entity having a beneficial interest deriving from the ownership of
such ADS. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or agreements relating
to the ADSs and the corresponding Deposited Property, the Depositary, the


 




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Custodian and their respective nominees are intended
to be, and shall at all times during the term of the Deposit Agreement be, the record holders only of the Deposited Property represented
by the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The Depositary, on its own behalf and
on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property
held on behalf of the Holders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited Property are intended
to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs
representing the Deposited Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise agreed
by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such ADSs, by the Holders of
the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the Depositary (on behalf of the Holders
and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the Custodian or their respective nominees, in
each case upon the terms of the Deposit Agreement and, if applicable, the terms of the ADR(s) evidencing the ADSs. A Beneficial
Owner of ADSs may or may not be the Holder of such ADSs. A Beneficial Owner shall be able to exercise any right or receive any
benefit hereunder solely through the person who is the Holder of the ADSs owned by such Beneficial Owner. Unless otherwise identified
to the Depositary, a Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name.


 


Section 1.8        “Certificated
ADS(s)” shall have the meaning set forth in Section 2.13.


 


Section 1.9        “Clearstream”
shall mean Clearstream Banking AG, which provides the book-entry settlement system for equity securities in Germany, or any successor
entity thereto.


 


Section 1.10      “Commission”
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency thereto in the United
States.


 


Section 1.11      “Company”
shall mean Innocoll AG, a company incorporated and existing under the laws of Germany, and its successors.


 


Section 1.12      “Custodian”
shall mean, as of the date hereof (i) Citigroup Global Markets Deutschland AG, a company incorporated and validly existing under
the laws of Germany, having its principal office at Reuterweg 16 60323 Frankfurt Germany, as the custodian for the purposes of
the Deposit Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Securities pursuant to the Deposit Agreement, and
(iii) any other entity that may be appointed by the Depositary pursuant to the terms of Section 5.5 as successor, substitute
or additional custodian hereunder. The term “Custodian” shall mean any Custodian individually or all Custodians collectively,
as the context requires.


 


Section 1.13      “Deliver”
and “Delivery” shall mean (x) when used in respect of Shares and other Deposited Securities, either
(i) the physical delivery of the certificate(s) representing such securities, or (ii) the book-entry transfer and recordation
of such securities on


 




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the books of the Share Registrar (as hereinafter
defined) or in the book-entry settlement of Clearstream, and (y) when used in respect of ADSs, either (i) the physical delivery
of ADR(s) evidencing the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry
settlement system in which the ADSs are settlement-eligible.


 


Section 1.14      “Deposit
Agreement” shall mean this Deposit Agreement and all exhibits hereto, as the same may be amended and supplemented
from time to time in accordance with the terms of the Deposit Agreement.


 


Section 1.15      “Depositary”
shall mean Citibank, N.A., a national banking association organized under the laws of the United States, in its capacity as depositary
under the terms of the Deposit Agreement, and any successor depositary hereunder.


 


Section 1.16      “Deposited
Property” shall mean the Deposited Securities and any cash and other property held on deposit by the Depositary and
the Custodian in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case of cash, to the provisions
of Section 4.8. All Deposited Property shall be held by the Custodian, the Depositary and their respective nominees for the benefit
of the Holders and Beneficial Owners of the ADSs representing the Deposited Property. The Deposited Property is not intended to,
and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees.  Beneficial ownership in
the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested
in the Beneficial Owners of the ADSs representing the Deposited Property. Notwithstanding the foregoing, the collateral delivered
in connection with Pre-Release Transactions described in Section 5.10 shall not constitute Deposited Property. 


 


Section 1.17      “Deposited
Securities” shall mean the Shares and any other securities held on deposit by the Custodian from time to time in
respect of the ADSs under the Deposit Agreement and constituting Deposited Property.


 


Section 1.18      “Dollars”
and “$” shall refer to the lawful currency of the United States.


 


Section 1.19      “DTC”
shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement system for securities traded
in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined) maintained in
DTC, and any successor thereto.


 


Section 1.20      “DTC
Participant” shall mean any financial institution (or any nominee of such institution) having one or more participant
accounts with DTC for receiving, holding and delivering the securities and cash held in DTC. A DTC Participant may or may not be
a Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the ADSs
in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all purposes hereunder,
to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect
of which the DTC Participant is so acting.


 




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Section 1.21      “Euro”
and “€” shall refer to the lawful currency of the European Union.


 


Section 1.22      “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended from time to time.


 


Section 1.23      “Foreign
Currency” shall mean any currency other than Dollars.


 


Section 1.24      “Germany”
shall mean the Federal Republic of Germany.


 


Section 1.25      “Full
Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)”
shall have the respective meanings set forth in Section 2.12.


 


Section 1.26      “Holder(s)”
shall mean the person(s) in whose name the ADSs are registered on the books of the Depositary (or the Registrar, if any) maintained
for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADS(s) registered
in its name, such person shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial
Owners of the ADSs registered in its name.


 


Section 1.27      “Initial
Deposit” shall mean the initial deposit of Shares by the Company in connection with the offering of ADSs pursuant
to the Prospectus dated [DATE], 2014.


 


Section 1.28      “Partial
Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement
Share(s)” shall have the respective meanings set forth in Section 2.12.


 


Section 1.29      “Pre-Release
Transaction” shall have the meaning set forth in Section 5.10.


 


Section 1.30      “Principal
Office” shall mean, when used with respect to the Depositary, the principal office of the Depositary at which at
any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located
at 388 Greenwich Street, New York, New York 10013, U.S.A.


 


Section 1.31      “Registrar”
shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which
shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided, and shall include
any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes
appointed by the Depositary. Each Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be required
to give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the
Deposit Agreement.


 


Section 1.32      “Restricted
Securities” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired directly or indirectly
from the Company or any of its


 




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Affiliates in a transaction or chain of transactions
not involving any public offering and are subject to resale limitations under the Securities Act or the rules issued thereunder,
or (ii) are held by an officer or director (or persons performing similar functions) or other Affiliate of the Company, or
(iii) are subject to other restrictions on sale or deposit under the laws of the United States or Germany, or under a shareholder
agreement or the Articles of Association of the Company or under the regulations of an applicable securities exchange unless, in
each case, such Shares, Deposited Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company
in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the registration requirements
of the Securities Act (as hereinafter defined), and the Shares, Deposited Securities or ADSs are not, when held by such person(s),
Restricted Securities.


 


Section 1.33      “Restricted
ADR(s)”, “Restricted ADS(s)” and “Restricted Shares” shall have
the respective meanings set forth in Section 2.14.


 


Section 1.34      “Securities
Act” shall mean the United States Securities Act of 1933, as amended from time to time.


 


Section 1.35      “Share
Registrar” shall mean the share registrar appointed by the Company from time to time or any other institution organized
under the laws of Germany appointed by the Company to carry out the duties of registrar for the Shares, and any successor thereto.


 


Section 1.36      “Shares”
shall mean the Company’s ordinary shares, €1.00 nominal value per share, validly issued and outstanding and fully paid
and may, if the Depositary so agrees after consultation with the Company, include evidence of the right to receive Shares; provided
that in no event shall Shares include evidence of the right to receive Shares with respect to which the full purchase price
has not been paid or Shares as to which preemptive rights have theretofore not been validly waived or exercised; provided
further, however, that, if there shall occur any change in nominal value, split-up, consolidation, reclassification,
exchange, conversion or any other event described in Section 4.11 in respect of the Shares of the Company, the term “Shares”
shall thereafter, to the maximum extent permitted by law, represent the successor securities resulting from such event. 


 


Section 1.37      “Uncertificated
ADS(s)” shall have the meaning set forth in Section 2.13.


 


Section 1.38      “Uncertificated
Restricted ADS(s)” shall have the meaning set forth in Section 2.14.


 


Section 1.39      “United
States” and “U.S.” shall have the meaning assigned to it in Regulation S as promulgated
by the Commission under the Securities Act.


 




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


 


Section 2.2        Form
and Transferability of ADSs.


 


(a)       Form.  Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or produced in such
other manner as may be agreed upon by the Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations
of any whole number of ADSs. The ADRs shall be substantially in the form set forth in Exhibit A to the Deposit Agreement,
with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated in the Deposit Agreement or
required by law. ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory
of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar,
and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADSs. No ADR
and no ADS evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose
against the Depositary or the Company, unless such ADR shall have been so dated, signed, countersigned and registered. ADRs bearing
the facsimile signature of a duly authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly
authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact
that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP
number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts previously or subsequently
issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company and which are not ADRs
outstanding hereunder.


 


(b)       Legends.  The ADRs may be endorsed with, or have incorporated in the text thereof, such legends or recitals not inconsistent with the
provisions of the Deposit Agreement as


 




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may be (i) necessary to enable the Depositary
and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations,
or with the rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or quoted, or to conform
with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular
ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise, or (iv) required by any book-entry
system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be
bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the name of the applicable
Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.


 


(c)       Title.  Subject to the limitations contained herein and in the ADR, title to an ADR (and to each Certificated ADS evidenced thereby)
shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in
the case of Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding
any notice to the contrary, the Depositary and the Company may deem and treat the Holder of an ADS (that is, the person in whose
name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary
nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or any ADR to any Holder
or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder registered on the books of the Depositary
or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered
on the books of the Depositary.


 


(d)       Book-Entry
Systems.  The Depositary shall make arrangements for the acceptance of the ADSs into DTC. All ADSs held through DTC will
be registered in the name of the nominee for DTC (currently “Cede & Co.”). As such, the nominee for DTC will be
the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered
in the name of Cede & Co. will be evidenced by one or more ADR(s) in the form of a “Balance Certificate,” which
will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being
issued hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making
adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other
entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial
Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any
rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority
to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC, and the Depositary
shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as
ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the
name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained
by (i) DTC or its nominee (with respect to the interests of DTC


 




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Participants), or (ii) DTC Participants or their
nominees (with respect to the interests of clients of DTC Participants).


 


Section 2.3        Deposit
of Shares.  Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares or evidence of rights
to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual
capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time, whether
or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian.
Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates
issued in registered form, appropriate instruments of transfer or endorsement, in a form reasonably satisfactory to the Custodian,
(ii) in the case of Shares represented by certificates in bearer form, the requisite coupons and talons pertaining
thereto, and (iii) in the case of Shares delivered by book-entry transfer and recordation, confirmation of such book-entry
transfer and recordation in the books of the Share Registrar or of Clearstream, as applicable, to the Custodian or that irrevocable
instructions have been given to cause such Shares to be so transferred and recorded, (B) such certifications and payments
(including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without
limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the
Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires,
a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order
the number of ADSs representing the Shares so deposited, (D) if the Depositary so requires, evidence reasonably satisfactory
to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance
with the rules and regulations of, if any, any applicable governmental agency in Germany, and (E) if the Depositary so requires,
(i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the
prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right
to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such
indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian and (ii) if the Shares
are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian
to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the
name of the Depositary, the Custodian or any nominee.


 


Without limiting any other provision of the
Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit
(a) any Restricted Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional Deposited
Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give
rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary,
that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the
person depositing such Shares under the laws and regulations of Germany and any necessary approval has been granted by any applicable
governmental body in Germany,


 




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if any. The Depositary may issue ADSs against
evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing
agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist
of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer
agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.


 


Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered
under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities
or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit
of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the
Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement
and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company
(received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions
at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's
compliance with the securities laws of the United States.


 


 Section 2.4        Registration
and Safekeeping of Deposited Securities.  The Depositary shall instruct the Custodian upon each Delivery of registered Shares
being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with the other
documents above specified, to present such Shares, together with the appropriate instrument(s) of transfer or endorsement, duly
stamped, to the Share Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished
and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either.
Deposited Securities shall be held by the Depositary, or by a Custodian for the account and to the order of the Depositary or a
nominee of the Depositary, in each case, on behalf of the Holders and Beneficial Owners, at such place(s) as the Depositary or
the Custodian shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments
or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the
name of the Depositary, the Custodian or any of their respective nominees shall, to the maximum extent permitted by applicable
law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities
with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners
of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable
nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only
on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the
Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees
shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of
the Holders and


 




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Beneficial Owners of ADSs representing the Deposited
Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian
or their respective nominees, all persons shall be authorized to rely upon such power and authority.


 


Section 2.5        Issuance
of ADSs.  The Depositary has made arrangements with the Custodian for the Custodian to confirm to the Depositary upon receipt
of a deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that such Deposited Securities
have been recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’ register maintained
by or on behalf of the Company by the Share Registrar on the books of Clearstream, (iii) that all required documents have
been received, and (iv) the person(s) to whom or upon whose order ADSs are deliverable in respect thereof and the number of
ADSs to be so delivered. Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and expense of the
person making the deposit, by facsimile or other means of electronic transmission. Upon receiving such notice from the Custodian,
the Depositary, subject to the terms and conditions of the Deposit Agreement and applicable law, shall issue the ADSs representing
the Shares so deposited to or upon the order of the person(s) named in the notice delivered to the Depositary and, if applicable,
shall execute and deliver at its Principal Office Receipt(s) registered in the name(s) requested by such person(s) and evidencing
the aggregate number of ADSs to which such person(s) are entitled, but, in each case, only upon payment to the Depositary of the
charges of the Depositary for accepting a deposit and issuing ADSs (as set forth in Section 5.9 and Exhibit B
hereto) and all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Shares
and the issuance of the ADS(s). The Depositary shall only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing
whole numbers of ADSs. Nothing herein shall prohibit any Pre-Release Transaction upon the terms set forth in the Deposit Agreement.


 


Section 2.6        Transfer,
Combination and Split-up of ADRs.


 


(a)       Transfer.  The Registrar shall register the transfer of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose
and the Depositary shall (x) cancel such ADRs and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced
by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new
ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) the
ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal
Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs have been properly endorsed or are accompanied
by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) the
surrendered ADRs have been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all
applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as
are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to
the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the
time thereof.


 




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(b)       Combination
& Split-Up.  The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby)
on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number
of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause
the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each
of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized
attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof,
and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental
charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case,
to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at
the time thereof.


 


(c)       Co-Transfer
Agents.  The Depositary may (with notice given as promptly as practicable to the Company) appoint one or more co-transfer
agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer offices on behalf of the
Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable
laws and other requirements by Holders or persons entitled to such ADRs and will be entitled to protection and indemnity to the
same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. Each co-transfer
agent appointed under this Section 2.6 (other than the Depositary) shall give notice in writing to the Depositary accepting such
appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.


 




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Section 2.7                      Surrender
of ADSs and Withdrawal of Deposited Securities.  The Holder of ADSs shall be entitled to Delivery (at the Custodian’s
designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following
conditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its
Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities
represented thereby, (ii) if applicable and so required by the Depositary, the ADRs Delivered to the Depositary for
such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature
guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder
of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities
being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable
fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth
in Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of
the ADRs evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Articles of Association and of any
applicable laws and the rules of Clearstream, and to the terms and conditions of or governing the Deposited Securities, in each
case as in effect at the time thereof.


 


Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs
so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained
for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable
delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for
the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written
order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case,
to the terms and conditions of the Deposit Agreement, of the ADRs evidencing the ADSs so canceled, of the Articles of Association
of the Company, of any applicable laws and of the rules of Clearstream, and to the terms and conditions of or governing the Deposited
Securities, in each case as in effect at the time thereof.


 


The Depositary shall not accept for surrender
ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number
of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the
terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number
of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by
the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred
by, the Depositary and (b) taxes required to be withheld as a result of such sale) to the person surrendering the ADSs.


 


Notwithstanding anything else contained in any
ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property


 




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consisting of (i) any cash dividends or cash
distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary
in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk
and expense of any Holder so surrendering ADSs, and for the account of such Holder, the Depositary shall direct the Custodian to
forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect
of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter
or, at the request, risk and expense of such Holder, by cable, telex or facsimile.


 


Section 2.8        Limitations
on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc.


 


(a)       Additional
Requirements.  As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up,
combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the
Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum
sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees
and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof satisfactory
to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance
with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal
of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with
the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.


 


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


 


(c)       Regulatory
Restrictions.  Notwithstanding any provision of the Deposit Agreement or any ADR(s) to the contrary, Holders are entitled
to surrender outstanding ADSs to withdraw the Deposited Securities associated herewith at any time subject only to (i) temporary
delays caused by closing the transfer books of the Depositary or the Company or the deposit of


 




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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 ADSs or to the withdrawal of the Deposited Securities, and (iv) other
circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions
may be amended from time to time).


 


Section 2.9        Lost
ADRs, etc.   In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute and deliver a new
ADR of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of and substitution
for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR, in lieu of
and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has submitted to the Depositary
a written request for such exchange and substitution before the Depositary has notice that the ADR has been acquired by a bona
fide purchaser, (ii) has provided such security or indemnity (including an indemnity bond) as may be required by the Depositary
to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed by the Depositary,
including, without limitation, evidence satisfactory to the Depositary of such destruction, loss or theft of such ADR, the authenticity
thereof and the Holder’s ownership thereof.


 


Section 2.10      Cancellation
and Destruction of Surrendered ADRs; Maintenance of Records.  All ADRs surrendered to the Depositary shall be canceled by
the Depositary. Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable against
the Depositary for any purpose. The Depositary is authorized to destroy ADRs so canceled, provided the Depositary maintains a record
of all destroyed ADRs. Any ADSs held in book-entry form (i.e., through accounts at DTC) shall be deemed canceled when the
Depositary causes the number of ADSs evidenced by the Balance Certificate to be reduced by the number of ADSs surrendered (without
the need to physically destroy the Balance Certificate).


 


Section 2.11      Escheatment.  In
the event any unclaimed property relating to the ADSs, for any reason, is in the possession of Depositary and has not been claimed
by the Holder thereof or cannot be delivered to the Holder thereof through usual channels, the Depositary shall, upon expiration
of any applicable statutory period relating to abandoned property laws, escheat such unclaimed property to the relevant authorities
in accordance with the laws of each of the relevant States of the United States.


 




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Section 2.12      Partial
Entitlement ADSs.  In the event any Shares are deposited which (i) entitle the holders thereof to receive a per-share
distribution or other entitlement in an amount different from the Shares then on deposit or (ii) are not fully fungible (including,
without limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on deposit collectively, “Full
Entitlement Shares” and the Shares with different entitlement, “Partial Entitlement Shares”), the
Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct from Full Entitlement Shares,
and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial Entitlement Shares which are separate
and distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP numbering and legending (if necessary)
and, if applicable, by issuing ADRs evidencing such ADSs with applicable notations thereon (“Partial Entitlement ADSs/ADRs”
and “Full Entitlement ADSs/ADRs”, respectively). If and when Partial Entitlement Shares become Full Entitlement
Shares, the Depositary shall (a) give notice thereof to Holders of Partial Entitlement ADSs and give Holders of Partial Entitlement
ADRs the opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs, (b) cause the Custodian to transfer
the Partial Entitlement Shares into the account of the Full Entitlement Shares, and (c) take such actions as are necessary
to remove the distinctions between (i) the Partial Entitlement ADRs and ADSs, on the one hand, and (ii) the Full Entitlement
ADRs and ADSs on the other. Holders and Beneficial Owners of Partial Entitlement ADSs shall only be entitled to the entitlements
of Partial Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the entitlements
of Full Entitlement Shares. All provisions and conditions of the Deposit Agreement shall apply to Partial Entitlement ADRs and
ADSs to the same extent as Full Entitlement ADRs and ADSs, except as contemplated by this Section 2.12. The Depositary is authorized
to take any and all other actions as may be necessary (including, without limitation, making the necessary notations on ADRs) to
give effect to the terms of this Section 2.12. The Company agrees to give timely written notice to the Depositary if any Shares
issued or to be issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling
the identification of Partial Entitlement Shares upon Delivery to the Custodian.


 


Section 2.13      Certificated/Uncertificated
ADSs.  Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time,
issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s),” and the ADS(s) evidenced
by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit
Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents
maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York
law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented
by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of
Uncertificated ADSs that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary
has notice at such time shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the
same type and class, subject in each case to applicable laws and any rules and regulations the Depositary may have established
in respect of the Uncertificated ADSs. Holders of Certificated ADSs shall, if the


 




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Depositary maintains a direct registration system
for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated
ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject
in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which
the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish
for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such
exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated
ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated
ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms
and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded
on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements
provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time
to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement
existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided
that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the
terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not
be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the
Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the
Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer,
pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may
deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders
of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property
represented by such Holders' Uncertificated ADSs under the terms of Section 6.2 of the Deposit Agreement. When issuing ADSs under
the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and
4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise
specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement
shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The
Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary
to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American
Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and
Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs
shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the
rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of
the Deposit Agreement (other than this Section 2.13) and (b) the


 




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terms of this Section 2.13, the terms and conditions
set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement
pertaining to the Uncertificated ADSs.


 


Section 2.14      Restricted
ADSs.  The Depositary shall, at the request and expense of the Company, establish procedures enabling the deposit hereunder
of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests in such Restricted
Shares in the form of ADSs issued under the terms hereof (such Shares, “Restricted Shares”). Upon receipt of
a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures
permitting the deposit of such Restricted Shares and the issuance of ADSs representing the right to receive, subject to the terms
of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such deposited Restricted Shares (such ADSs,
the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted ADRs”).
Notwithstanding anything contained in this Section 2.14, the Depositary and the Company may, to the extent not prohibited by law,
agree to issue the Restricted ADSs in uncertificated form (“Uncertificated Restricted ADSs”) upon such terms
and conditions as the Company and the Depositary may deem necessary and appropriate. The Company shall assist the Depositary in
the establishment of such procedures and agrees that it shall take all steps necessary and satisfactory to the Depositary to ensure
that the establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws. The
depositors of such Restricted Shares and the Holders of the Restricted ADSs may be required prior to the deposit of such Restricted
Shares, the transfer of the Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted Shares represented by Restricted
ADSs to provide such written certifications or agreements as the Depositary or the Company may reasonably require. The Company
shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs (if the Restricted ADSs are to be
issued as Certificated ADSs), or to be included in the statements issued from time to time to Holders of Uncertificated
ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably satisfactory to the Depositary
and (ii) contain the specific circumstances under which the Restricted ADSs and, if applicable, the Restricted ADRs evidencing
the Restricted ADSs may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted
Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited shall, to the extent
required by law, be held separate and distinct from the other Deposited Securities held hereunder. The Restricted Shares and the
Restricted ADSs shall not be eligible for Pre-Release Transactions. The Restricted ADSs shall not be eligible for inclusion in
any book-entry settlement system, including, without limitation, DTC, and shall not in any way be fungible with the ADSs issued
under the terms hereof that are not Restricted ADSs. The Restricted ADSs and, if applicable, the Restricted ADRs evidencing the
Restricted ADSs shall be transferable only by the Holder thereof upon delivery to the Depositary of (i) all documentation otherwise
contemplated by the Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter
alia, the conditions upon which the Restricted ADSs presented, and, if applicable, the Restricted ADRs evidencing the Restricted
ADSs, are transferable by the Holder thereof under applicable securities laws and the transfer restrictions contained in the legend
applicable to the Restricted ADSs presented for transfer. Except as set forth in this Section 2.14 and except as required by


 




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applicable law, the Restricted ADSs and the Restricted
ADRs evidencing Restricted ADSs shall be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement.
In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict
arises between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this Section 2.14
or (ii) the applicable Restricted ADR, the terms and conditions set forth in this Section 2.14 and of the Restricted ADR shall
be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited
Restricted Shares, the Restricted ADSs and Restricted ADRs.


 


If the Restricted ADRs, the Restricted ADSs
and the Restricted Shares cease to be Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel reasonably
satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted
Shares are not as of such time Restricted Securities, and (y) instructions from the Company to remove the restrictions applicable
to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, shall (i) eliminate the distinctions and separations
that may have been established between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares
held on deposit under the terms of the Deposit Agreement that are not Restricted Shares, (ii) treat the newly unrestricted
ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of
the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, and (iii) take all actions necessary to remove any
distinctions, limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and
Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively,
on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for Pre-Release Transactions and
for inclusion in the applicable book-entry settlement systems.


 


ARTICLE III


 


CERTAIN OBLIGATIONS OF
HOLDERS


AND BENEFICIAL OWNERS
OF ADSs


 


Section 3.1        Proofs,
Certificates and Other Information.  Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof
of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges relating to that person,
exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms
of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute
such certifications and to make such representations and warranties, and to provide such other information and documentation (or,
in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the
Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably
require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the


 




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applicable ADR(s). The Depositary and the Registrar,
as applicable, may, and at the reasonable written request of the Company, shall, to the extent practicable, withhold the execution
or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights
or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8, the delivery of any Deposited Property until
such proof or other information is filed or such certifications are executed, or such representations and warranties are made,
or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s
satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate
of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations
and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company
may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting
Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain
any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of
the information so provided by the Holders or Beneficial Owners.


 


Section 3.2        Liability
for Taxes and Other Charges.  Any tax or other governmental charge payable by the Custodian or by the Depositary with respect
to any Deposited Property, ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the
Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may sell
for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale
proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are payable by Holders or Beneficial
Owners in respect of the ADSs, Deposited Property and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency.
The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, deliver ADRs, register the transfer
of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Property until payment
in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary,
the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless
from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained
by such Holder and/or Beneficial Owner.


 


Section 3.3        Representations
and Warranties on Deposit of Shares.  Each person depositing Shares under the Deposit Agreement shall be deemed thereby
to represent and warrant that, pursuant to applicable German laws, (i) such Shares and the certificates therefor are duly authorized,
validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any,
with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to
do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse
claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities
(except as contemplated in Section


 




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2.14), and (vi) the Shares presented for
deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and
withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations
or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing
Shares, to take any and all actions necessary to correct the consequences thereof.


 


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


 


Section 3.5        Ownership
Restrictions.  Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers
of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles
of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where
such transfer may result in the ownership of ADSs exceeding any such limits. The Company may, in its sole discretion but subject
to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner
in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the
transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial
Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the
extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be
interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this
Section 3.5.


 


Section 3.6        Reporting
Obligations and Regulatory Approvals.  Applicable laws and regulations may require holders and beneficial owners of Shares,
including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain
circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements
and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports,
and obtain such approvals to the extent and in the form required by applicable


 




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laws and regulations as in effect from time to
time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take
any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain
such regulatory approvals under applicable laws and regulations.


 


ARTICLE IV


 


THE DEPOSITED SECURITIES


 


Section 4.1        Cash
Distributions.  Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect
of any Deposited Securities, the Company shall give notice thereof to the Depositary at least twenty (20) days prior to the proposed
distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities
entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish an ADS Record Date
upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of any cash dividend or
other cash distribution on any Deposited Securities, or upon receipt of proceeds from the sale of any Deposited Property held in
respect of the ADSs under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received
in a Foreign Currency can, in the judgment of the Depositary (pursuant to Section 4.8), be converted on a practicable basis into
Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds
into Dollars (on the terms described in Section 4.8), (ii) if applicable and unless previously established, establish the
ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a)
the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes required to be withheld as a result
of the distribution) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the
ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder
a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon)
and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding
at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold
from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales
of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on
the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary
to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary
upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit
of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary
holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.


 


Section 4.2        Distribution
in Shares.  Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of,
Shares, the Company shall


 




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give notice thereof to the Depositary at least
twenty (20) days prior to the proposed distribution, specifying, inter alia, the record date applicable to
holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company,
the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation from the
Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9, distribute
to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which
represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of
the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary
and (b) applicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued
and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests
in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable
fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes). In lieu of delivering fractional ADSs,
the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and
distribute the net proceeds upon the terms described in Section 4.1. In the event that the Depositary determines that any distribution
in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold,
or if the Company, in the fulfillment of its obligations under Section 5.7, has furnished an opinion of U.S. counsel determining
that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration
statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary
and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes
and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in
Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions
of the Deposit Agreement.


 


Section 4.3        Elective
Distributions in Cash or Shares.  Whenever the Company intends to make a distribution payable at the election of the holders
of Deposited Securities in cash or in additional Shares, the Company shall give timely notice thereof to the Depositary prior to
the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited
Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available
to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made
available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary
in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders
of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested
that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution
is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7.
If the above


 




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conditions are not satisfied, the Depositary shall
establish an ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders,
on the basis of the same determination as is made in Germany in respect of the Shares for which no election is made, either (X)
cash upon the terms described in Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described
in Section 4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms described
in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash or in additional
ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive
the proposed distribution in cash, then the distribution shall be made upon the terms described in Section 4.1. If a Holder elects
to receive the proposed distribution in ADSs, then the distribution shall be made upon the terms described in Section 4.2. Nothing
herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather
than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive
elective distributions on the same terms and conditions as the holders of Shares.


 


Section 4.4        Distribution
of Rights to Purchase Additional ADSs.


 


(a)       Distribution
to ADS Holders.  Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe
for additional Shares, the Company shall give notice thereof to the Depositary at least forty-five (45) days prior to the proposed
distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled
to receive such distribution and whether or not it wishes such rights to be made available to Holders of ADSs. Upon the timely
receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall
consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and
reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders
only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have
received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution
of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied or if the Company requests
that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as contemplated
in Section 4.4(b) below. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record
Date (upon the terms described in Section 4.9) and establish procedures (x) to distribute rights to purchase additional ADSs
(by means of warrants or otherwise), (y) to enable the Holders to exercise such rights (upon payment of the subscription price
and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) to deliver
ADSs upon the valid exercise of such rights. The Company shall assist the Depositary to the extent necessary in establishing such
procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe
for Shares (rather than ADSs).


 




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


 


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


 


The Depositary shall not be responsible for
(i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders
in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the content
of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.


 


Notwithstanding anything to the contrary in
this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which
any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities
represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration
statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company
furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable
country in which rights would be distributed, in each case reasonably satisfactory to the Depositary, to the effect that the offering
and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions
of the Securities Act or any other applicable laws.


 


In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights)
an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly.
In the event that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion
of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by
public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.


 




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Section 4.5        Distributions
Other Than Cash, Shares or Rights to Purchase Shares.


 


(a)       Whenever
the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase
additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such
distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made
to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether
such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the
Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received
satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution
is reasonably practicable.


 


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


 


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


 




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Section 4.6      Distributions
with Respect to Deposited Securities in Bearer Form.  Subject to the terms of this Article IV, distributions in respect
of Deposited Securities that are held by the Depositary in bearer form shall be made to the Depositary for the account of the respective
Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian
to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions.
The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection
with any such distribution.


 


Section 4.7      Redemption.  If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give
timely notice thereof to the Depositary prior to the intended date of redemption which notice shall set forth the particulars of
the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to
the Depositary within the terms of Section 5.7, and only if, after consultation between the Depositary and the Company, the Depositary
shall have determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting
forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s
notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect
of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation
from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the
Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred
by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and
the terms set forth in Sections 4.1 and 6.2. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired
will be accepted on a pro rata basis. The redemption price per ADS shall be the dollar equivalent of the per share amount received
by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented
by ADSs (subject to the terms of Section 4.8 and the applicable fees and charges of, and expenses incurred by, the Depositary,
and applicable taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.


 


Section 4.8      Conversion
of Foreign Currency.  Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other
distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time
be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into
Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause
to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute
such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred
on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the
terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments
that entitle the holders thereof to such


 




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Dollars, the Depositary shall distribute such
Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability
for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions
among Holders on account of any application of exchange restrictions or otherwise.


 


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


 


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


 


Section 4.9      Fixing
of ADS Record Date.  Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the
determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other
property), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS,
or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares
or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of
any notice, solicitation of any consent or any other matter, the Depositary shall fix a record date (the “ADS Record Date”)
for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the
exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise
take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary
shall make reasonable efforts to establish the ADS Record Date as closely as possible to the applicable record date for the Deposited
Securities (if any) set by the Company in Germany. Subject to applicable law and the provisions of Section 4.1 through 4.8 and
to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such
ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation,
or otherwise take action.


 


Section 4.10      Voting
of Deposited Securities.  As soon as practicable after receipt of notice of any meeting at which the holders of Deposited
Securities are entitled to vote,


 




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or of solicitation of consents or proxies from
holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent
or proxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary
having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30)
days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist,
distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation
of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject
to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of
or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct
the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s
ADSs, and (c) a brief statement as to the manner in which such voting instructions may be given.


 


Notwithstanding anything contained in the Deposit
Agreement or any ADR, with the Company’s prior written consent, the Depositary may, to the extent not prohibited by law or
regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials
provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited
Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on
how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials
for retrieval or a contact for requesting copies of the materials).


 


Voting instructions may be given only in respect
of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions from
a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall
endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association
of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities
(in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions.


 


Neither the Depositary nor the Custodian shall
under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt
to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise
contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which
the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder
(unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items
set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received
by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the Depositary shall, if
so requested in writing by the Company, represent


 




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all Deposited Securities (whether or not voting
instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose
of establishing quorum at a meeting of shareholders.


 


Notwithstanding anything else contained in the
Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation
of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees
to take any and all actions reasonably necessary and as permitted by the laws of Germany to enable Holders and Beneficial Owners
to indirectly exercise the voting rights accruing to the Deposited Securities through the Depositary and to deliver to the Depositary
an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary.


 


There can be no assurance that Holders generally
or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting
instructions to the Depositary in a timely manner.


 


Section 4.11      Changes
Affecting Deposited Securities.  Upon any change in nominal or par value, split-up, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets
affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange
for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted
by law, be treated as new Deposited Property under the Deposit Agreement, and the ADRs shall, subject to the provisions of the
Deposit Agreement and applicable law, evidence ADSs representing the right to receive such additional or replacement Deposited
Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities,
recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval,
and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion of counsel
to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations,
(i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement
and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in
respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such
other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary,
amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding
the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the
Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s
counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell
such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate
the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes)
for the account of the Holders


 




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


 


Section 4.12      Available
Information. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required
to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission's website (www.sec.gov)
and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the
Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.


 


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


 


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


 


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


 




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claims by any governmental authority with respect
to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or
other tax benefit obtained.


 


If the Company (or any of its agents) withholds
from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution
(i.e., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly
to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt
(or other proof of payment to the applicable governmental authority) therefor, in each case, in a form reasonably satisfactory
to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the
Custodian and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the
Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any
taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the
Depositary or the Custodian, as applicable. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder
or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial
Owner’s income tax liability.


 


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


 


Section 4.16      Limitation
of Rights.   Holders generally, or any Holder in particular, will not be given the opportunity to receive any rights
or distributions pursuant to this Article IV on the same terms and conditions as the holders of Shares, or at all, unless the Company
explicitly agrees to provide such rights or distributions to such Holder or Holders. Nothing contained in this Deposit Agreement
shall obligate the Company to file any registration statement in respect of any rights, Shares or other securities distributed
pursuant to this Article IV or any Shares or other securities to be acquired upon the exercise of rights distributed pursuant to
this Article IV.


 


ARTICLE V



THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY


 


Section 5.1      Maintenance
of Office and Transfer Books by the Registrar.  Until termination of the Deposit Agreement in accordance with its terms,
the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the


 




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issuance and delivery of ADSs, the acceptance
for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers,
combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined
or split-up, in each case in accordance with the provisions of the Deposit Agreement.


 


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


 


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


 


If any ADSs are listed on one or more stock
exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, with written advance notice
given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registration of issuances,
cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued,
transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars
may be removed and a substitute or substitutes appointed by the Depositary.


 


Section 5.2      Exoneration.  Neither
the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit
Agreement or incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing
or performing any act or thing required by the terms of the Deposit Agreement, by reason of any provision of any present or future
law or regulation of the United States, Germany, or any other country, or of any other governmental authority or regulatory authority
or stock exchange, or on account of potential criminal or civil penalties or restraints, or by reason of any provision, present
or future, of the Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason
of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation,
currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer
failure), (ii) by reason of any exercise of, or failure to exercise, without negligence or bad faith, any discretion provided
for in the Deposit Agreement or in the Articles of Association of the Company or provisions of or governing Deposited Securities,
(iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting
Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it
in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit
from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not,
under the terms of the


 




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Deposit Agreement, made available to Holders of
ADSs, or (v) for any consequential or punitive damages for any breach of the terms of the Deposit Agreement.


 


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


 


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


 


Section 5.3      Standard
of Care.  The Company, the Depositary and their respective directors, officers, employees and agents assume no obligation
and shall not be subject to any liability under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except
that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement
or the applicable ADRs without negligence or bad faith.


 


Without limitation of the foregoing, neither
the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, or agents, shall
be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property
or in respect of the ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory
to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required
(and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian
being solely to the Depositary).


 


The Depositary and its agents shall not be liable
for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast
or the effect of any vote, provided that any such action or omission is in good faith, without negligence, and in accordance with
the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution
to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest
in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from
the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights
to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action
of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.


 


The Depositary shall not be liable for any acts
or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection
with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out
of which such potential liability arises the


 




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Depositary performed its obligations without negligence
or bad faith while it acted as Depositary.


 


Section 5.4      Resignation
and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary
hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the
90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in
Section 6.2), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter
provided.


 


The Depositary may at any time be removed by
the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery
thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) upon
the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.


 


In case at any time the Depositary acting hereunder
shall resign or be removed, the Company shall use reasonable efforts to appoint a successor depositary, which shall be a bank or
trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required
by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment
hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall
become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8
and 5.9). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute
and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated
in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to
the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and
such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary
shall promptly provide notice of its appointment to such Holders.


 


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


 


Section 5.5      The
Custodian.  The Depositary has initially appointed Citigroup Global Markets Deutschland AG as Custodian for the purpose
of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects
to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible
solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no
other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary
shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together
with all such records maintained by it as


 




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Custodian with respect to such Deposited Property
as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion,
that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the
Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder
with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to
all Holders of ADSs, each other Custodian and the Company.


 


Subject to applicable law, Citibank, N.A. may
at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian
shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement, and the Depositary shall promptly
give notice thereof to the Company. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall
not be obligated to give notice to any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit
Agreement.


 


Upon the appointment of any successor depositary,
any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited
Property without any further act or writing and shall be subject to the direction of the successor depositary. The successor depositary
so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments
as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.


 


Section 5.6      Notices
and Reports.  On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting
of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action
by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering
of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the
notice thereof in the English language but otherwise in the form given or to be given to holders of Shares or other Deposited Securities.
The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed
provisions of the Articles of Association of the Company that may be relevant or pertain to such notice of meeting or be the subject
of a vote thereat.


 


The Company will also transmit to the Depositary
(a) an English-language version of the other notices, reports and communications which are made generally available by the Company
to holders of its Shares or other Deposited Securities and (b) the English-language versions of the Company’s annual reports
prepared in accordance with the applicable requirements of the Commission, provided that the requirement in clause (b) shall be
deemed completed if the Company files such annual report with the Commission on the Electronic Data-Gathering, Analysis, and Retrieval
(EDGAR) system or any successor system as in place from time to time. The Depositary shall arrange, at the request of the Company
and at the Company’s expense, to provide copies thereof to all Holders or make such notices, reports and other communications


 




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available to all Holders on a basis similar to
that for holders of Shares or other Deposited Securities or on such other basis as the Company may advise the Depositary or as
may be required by any applicable law, regulation or stock exchange requirement. The Company has delivered to the Depositary and
the Custodian a copy of the Company’s Articles of Association, and, promptly upon any amendment thereto or change therein,
the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein. The Depositary
may rely upon such copy for all purposes of the Deposit Agreement.


 


The Depositary will, at the expense of the Company,
make available a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for
inspection by the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at any other
designated transfer office.


 


Section 5.7      Issuance
of Additional Shares, ADSs etc.  The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance,
sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii)
an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for
securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited
Securities, (vii) a meeting of holders of Deposited Securities, or a solicitation of consents or proxies, relating to any reclassification
of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization,
merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than
Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction does not violate
the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment
Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the United States). In support of the
foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary)
stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is
exempt from the registration requirements of the Securities Act and (b) an opinion of German counsel stating that (1) making the
transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Germany and (2) all requisite
regulatory consents and approvals have been obtained in Germany. If the filing of a registration statement is required, the Depositary
shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to
it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction
is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary,
(ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary
to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the
registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its
Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale
of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue
additional Shares, rights to


 




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subscribe for such Shares, securities convertible
into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such
transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or
any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and
the securities laws of the states of the United States).


 


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


 


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


 


The Company agrees to indemnify the Depositary,
the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them
harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable
fees and expenses of counsel) that are required to be paid by the relevant person as a direct result of (a) any offer, issuance,
sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b)
omissions or misstatements in any offering documents in respect thereof or (c) acts performed or omitted, including, but not limited
to, any delivery by the Depositary on behalf of the Company of information regarding the Company in connection with the Deposit
Agreement, the ADRs, the ADSs, the Shares, or any Deposited Property, in any such case (i) by the Depositary, the Custodian or
any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax,
charge or expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers,
employees, agents and Affiliates, provided, however, that the Company shall not be liable for any fees, charges or expenses payable
by Holders or Beneficial Owners under this Deposit Agreement. The Company shall not indemnify the Depositary or the Custodian against
any liability or expense arising out of information relating to the Depositary or such Custodian, as the case may be, furnished
in a writing to the Company, by the Depositary or such Custodian expressly for use in any registration statement, prospectus or
preliminary prospectus relating to any Deposited Securities represented by the ADSs. The indemnities contained in this paragraph
shall not extend to any liability or expense that may arise solely and exclusively out of any Pre-Release Transaction (as defined
in Section 5.10), other than a Pre-Release Transaction entered into at the request of the Company.


 


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


 




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Any person seeking indemnification hereunder
(an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying
person”) of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware
of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights
to seek indemnification except to the extent the indemnifying person is materially prejudiced by such failure) and shall consult
in good faith with the indemnifying person as to the conduct of the defense of such action or claim that may give rise to an indemnity
hereunder, which defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle any action
or claim that may give rise to an indemnity hereunder without the consent of the indemnifying person, which consent shall not be
unreasonably withheld.


 


Section 5.9      ADS
Fees and Charges.  The Company, the Holders, the Beneficial Owners, and persons depositing Shares for issuance of ADSs or
surrendering ADSs for cancellation and withdrawal of Deposited Securities shall be required to pay the ADS fees and charges identified
as payable by them respectively in the Fee Schedule attached hereto as Exhibit B. All ADS fees and charges so payable may be deducted
from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed
by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial
Owners, only in the manner contemplated in Section 6.1. The Depositary shall provide, without charge, a copy of its latest fee
schedule to anyone upon request.


 


ADS fees and charges payable upon (i) deposit
of Shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will
be payable by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS issuances) and by the person
who delivers the ADSs for cancellation to the Depositary (in the case of ADS cancellations). In the case of ADSs issued by the
Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable
by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary
for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in
effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable
ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and
charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service
fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS
fees and charges. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee
are charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the
DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs.


 




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The Depositary may reimburse the Company for
certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making
available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company
and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary
for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such
fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise
agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months.
The charges and expenses of the Custodian are for the sole account of the Depositary.


 


The obligation of Holders and Beneficial Owners
to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation
or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend for those ADS
fees and charges incurred prior to the effectiveness of such resignation or removal.


 


Section 5.10      Pre-Release
Transactions.   Subject to the further terms and provisions of this Section 5.10, the Depositary, its Affiliates and their
agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its
capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs
prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited
Securities pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received
(each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under
(i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written
agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents
that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered
by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its
records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or
the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs,
and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized
with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary
on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the
Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions
at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided,
however, that the Depositary reserves the right to change (with the consent of the company) or disregard such limit from time to
time as it deems appropriate.


 




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The Depositary may also set limits with respect
to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate.
The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided
pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).


 


Section 5.11      Restricted
Securities Owners.  The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the
Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances
contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such
person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).


 


ARTICLE VI



AMENDMENT AND TERMINATION


 


Section 6.1      Amendment/Supplement.
 Subject to the terms and conditions of this Section 6.1 and applicable law, (a) the ADRs outstanding at any time, (b) the provisions
of the Deposit Agreement and (c) the form of ADR attached hereto and to be issued under the terms hereof may at any time and from
time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement
which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations,
and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any
substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the
expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding
ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments
effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided,
however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to
retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission’s, the Depositary’s
or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements
which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on
Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either
such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial
rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective
shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit
Agreement and the ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair
the right of the Holder to surrender such ADS and receive therefor the


 




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Deposited Securities represented thereby, except
in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should
adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance
therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and any ADRs at any time in accordance
with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and any ADRs in such circumstances
may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as
required for compliance with such laws, rules or regulations.


 


Section 6.2      Termination.
 The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice
of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice
for such termination. If ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written
notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of
the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided
in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination
to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination.
The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders
of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue
to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of
their rights under the Deposit Agreement.


 


If any ADSs shall remain outstanding after the
Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further
acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit
Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property
received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered
to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred
by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each
case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable
law in connection with its role as Depositary under the Deposit Agreement.


 


At any time after the Termination Date, the
Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the
net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account
and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After
making such sale, the


 




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Depositary shall be discharged from all obligations
under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case
may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental
charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit
Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. 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, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and
Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only
when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement.


 


ARTICLE VII



MISCELLANEOUS


 


Section 7.1      Counterparts. 
The Deposit Agreement may be executed (including by facsimile transmission
or by e-mail of a .pdf attachment) in any number of counterparts, each of which shall be deemed an original and all of such counterparts
together shall constitute one and the same agreement. Copies of the Deposit Agreement shall be maintained with the Depositary and
shall be open to inspection by any Holder during business hours.


 


Section 7.2      No
Third-Party Beneficiaries.   Notwithstanding any rights and obligations the Custodian will have hereunder and which may be
set forth in a separate agreement, the Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors)
and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent
specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership
or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge
and agree that (i) the Depositary and its Affiliates may at any time have multiple banking relationships with the Company and its
Affiliates, (ii) the Depositary and its Affiliates may be engaged at any time in transactions in which parties adverse to the Company
or the Holders or Beneficial Owners may have interests and (iii) nothing contained in the Deposit Agreement shall (a) preclude
the Depositary or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, and
(b) obligate the Depositary or any of its Affiliates to disclose such transactions or relationships or to account for any profit
made or payment received in such transactions or relationships.


 


Section 7.3      Severability.
 In case any one or more of the provisions contained in the Deposit Agreement or in the ADRs should be or become invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein
shall in no way be affected, prejudiced or disturbed thereby.


 




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Section 7.4      Holders
and Beneficial Owners as Parties; Binding Effect.  The Holders and Beneficial Owners from time to time of ADSs issued hereunder
shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing
their ADSs by acceptance thereof or any beneficial interest therein.


 


Section 7.5      Notices.
 Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail,
air courier or cable, telex or facsimile or other electronic transmission, confirmed by letter personally delivered or sent by
mail or air courier, addressed to Innocoll AG, Midlands Innovation & Research Centre, Dublin Road, Athlone, Co. Westmeath,
Ireland, Attention: Gordon Dunn, Chief Financial Officer, or to any other address which the Company may specify in writing
to the Depositary.


 


Any and all notices to be given to the Depositary
shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile, confirmed
by letter personally delivered or sent by mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New York, New
York 10013, U.S.A., Attention: Depositary Receipts Department, or to any other address which the Depositary may specify
in writing to the Company.


 


Any and all notices to be given to any Holder
shall be deemed to have been duly given if (a) personally delivered or sent by mail or cable, telex or facsimile transmission,
confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if
such Holder shall have filed with the Depositary a request that notices intended for such Holder be mailed to some other address,
at the address specified in such request, or (b) if a Holder shall have designated such means of notification as an acceptable
means of notification under the terms of the Deposit Agreement, by means of electronic messaging addressed for delivery to the
e-mail address designated by the Holder for such purpose. Notice to Holders shall be deemed to be notice to Beneficial Owners for
all purposes of the Deposit Agreement. Failure to notify a Holder or any defect in the notification to a Holder shall not affect
the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other Holders.


 


Delivery of a notice sent by mail, air courier
or cable, telex, facsimile or email transmissions (provided that, in the event the Depositary is to be the recipient of such email
transmission, such email transmission is in a form acceptable to the Depositary as determined at its sole discretion) shall be
deemed to be effective at the time when a duly addressed letter containing the same ((or a confirmation thereof in the case of
a cable, telex, facsimile or email transmission (provided that, in the event the Depositary is to be the recipient of such email
transmission, such email transmission is in a form acceptable to the Depositary as determined at its sole discretion)) is deposited,
postage prepaid, in a post-office letter box or delivered to an air courier service, without regard for the actual receipt or time
of actual receipt thereof by a Holder. The Depositary or the Company may, however, act upon any cable, telex, facsimile or email
transmission (provided that, in the event the Depositary is to be the recipient of such email transmission, such email transmission
is in a form acceptable to the Depositary as determined at its sole discretion) received by it from any Holder, the Custodian,
the Depositary, or the


 




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Company, notwithstanding that such cable, telex,
facsimile or email transmission (provided that, in the event the Depositary is to be the recipient of such email transmission,
such email transmission is in a form acceptable to the Depositary as determined at its sole discretion) shall not be subsequently
confirmed by letter.


 


Delivery of a notice by means of electronic
messaging shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s
records), notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve such message, or
fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate a substitute
e-mail address or for any other reason.


 


Section 7.6      Governing
Law and Jurisdiction.  The Deposit Agreement and the ADRs shall be interpreted in accordance with, and all rights hereunder
and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts
made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any ADR or any present
or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities
and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall
be governed by the laws of Germany (or, if applicable, such other laws as may govern the Deposited Securities).


 


Except as set forth in the following paragraph
of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have jurisdiction
to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection
with the Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive jurisdiction of such courts. The
Company hereby designates, appoints and empowers Corporation Service Company (the “Agent”) now at 1090 Vermont
Avenue N.W., Washington, DC 20005 as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties,
assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit,
action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the
next paragraph of this Section 7.6. The Company may replace the Agent at its election at any time, but agrees to immediately designate
a new agent and promptly notify the Depositary in writing of the name and address of such new agent. If for any reason the Agent
or any successor shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms
and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents
and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against
the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason
prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered
or certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees that the failure of the Agent
to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered
in any action or proceeding based thereon.


 




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


 


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


 


The Company irrevocably and unconditionally
waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit
or proceeding, 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, from execution of judgment, or from any other legal process
or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement
against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection
with, the Deposit Agreement, any ADR or the Deposited Property.


 


No disclaimer of liability under the Securities
Act is intended by any provision of the Deposit Agreement. The provisions of this Section 7.6 shall survive any termination of
the Deposit Agreement, in whole or in part.


 


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


 


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


 


Section 7.9      Relationship
between the Company and Holders and Beneficial Owners.  Notwithstanding any provision in this Deposit Agreement to the contrary,
Holders and Beneficial Owners, in their capacity as such, have no claims or rights against or in relation to the


 




    	46



    	 



    






 


Company to the extent that such claims or
rights are conferred through ownership of the Shares, unless and until such Holders and Beneficial Owners convert their ADSs into
Shares (either permanently or temporarily).


 


Section 7.10         German
Law References.  Any summary of German laws and regulations and of the terms of the Company’s Articles of Association
set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and
the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they
are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and
(ii) these laws and regulations and the Company’s Articles of Association may change after the date of the Deposit Agreement.
Neither the Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update any such summaries.


 


Section 7.11         Titles
and References.


 


(a)          Deposit
Agreement.  All references in the Deposit Agreement to exhibits, articles, sections, subsections, and other subdivisions
refer to the exhibits, articles, sections, subsections and other subdivisions of the Deposit Agreement unless expressly provided
otherwise. The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”,
and words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant time between the Company, the
Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns
in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa unless the context otherwise requires. Titles to sections of the Deposit
Agreement are included for convenience only and shall be disregarded in construing the language contained in the Deposit Agreement.
References to “applicable laws and regulations” shall refer to laws and regulations applicable to ADRs, ADSs or Deposited
Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.


 


(b)          ADRs.
 All references in any ADR(s) to paragraphs, exhibits, articles, sections, subsections, and other subdivisions refer to the paragraphs,
exhibits, articles, sections, subsections and other subdivisions of the ADR(s) in question unless expressly provided otherwise.
The words “the Receipt”, “the ADR”, “herein”, “hereof”, “hereby”, “hereunder”,
and words of similar import used in any ADR refer to the ADR as a whole and as in effect at the relevant time, and not to any particular
subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender in any ADR shall be construed to include
any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context
otherwise requires. Titles to paragraphs of any ADR are included for convenience only and shall be disregarded in construing the
language contained in the ADR. References to “applicable laws and regulations” shall refer to laws and regulations
applicable to ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless otherwise required by
law or regulation.


 




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IN WITNESS WHEREOF, INNOCOLL AG and CITIBANK,
N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners
shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of
any beneficial interest therein.


 


	 	INNOCOLL AG
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CITIBANK, N.A.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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EXHIBIT A


 


[FORM OF ADR]


 


	Number	 	CUSIP NUMBER: ___________


 


American Depositary Shares (each American Depositary
Share representing the right to receive 1/13.25 of a fully paid ordinary share).


 


AMERICAN DEPOSITARY RECEIPT


 


FOR


 


AMERICAN DEPOSITARY SHARES


 


representing


 


DEPOSITED ORDINARY SHARES


 


of


 


INNOCOLL
AG


 


(Organized under the laws of the Federal
Republic of Germany)


 


CITIBANK, N.A., a national banking association
organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies
that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited
ordinary shares, including evidence of rights to receive such ordinary shares (the “Shares”), of Innocoll AG, a company
organized under the laws of the Federal Republic of Germany (the “Company”). As of the date of the Deposit Agreement
(as hereinafter defined), each ADS represents the right to receive 1/13.25 of a fully paid Share deposited under the Deposit Agreement
with the Custodian, which at the date of execution of the Deposit Agreement is Citigroup Global Markets Deutschland AG (the “Custodian”).
The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the


 




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Deposit Agreement. The Depositary’s
Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.


 


(1)         The
Deposit Agreement.  This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”),
all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of [DATE],
2014 (as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary,
and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights
and obligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all Deposited Property from time to time received and held on deposit in respect of the ADSs. Copies of
the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each Beneficial
Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit
Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable
ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any
and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply
with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry
out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof.


 


The statements made on the face and reverse
of this ADR are summaries of certain provisions of the Deposit Agreement and the Articles of Association of the Company (as in
effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the
Deposit Agreement and the Articles of Association of the Company, to which reference is hereby made.


 


All capitalized terms not defined herein
shall have the meanings ascribed thereto in the Deposit Agreement.


 


The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the
ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise
and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the
terms and conditions of Section 2.13 of the Deposit Agreement.


 


(2)         Surrender
of ADSs and Withdrawal of Deposited Securities.  The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled
to Delivery (at the Custodian’s designated


 




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office) of the Deposited Securities at the
time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly
authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby
(and, if applicable, this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby,
(ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed
in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard
securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the
Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon
the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR
evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Articles of Association and of any applicable
laws and the rules of Clearstream, and to the terms and conditions of or governing the Deposited Securities, in each case as in
effect at the time thereof.


 


Upon satisfaction of each of the conditions
specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the ADSs
so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained
for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable
delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for
the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written
order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case,
to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Articles of Association
of the Company, of any applicable laws and of the rules of Clearstream, and to the terms and conditions of or governing the Deposited
Securities, in each case as in effect at the time thereof.


 


The Depositary shall not accept for surrender
ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number
of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the
terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number
of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs
so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the
Depositary and (b) taxes required to be withheld as a result of such sale) to the person surrendering the ADSs.


 




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Notwithstanding anything else contained
in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property
consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions,
which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation
and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account
of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other
than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office
of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex
or facsimile transmission.


 


(3)         Transfer,
Combination and Split-up of ADRs.  The Registrar shall register the transfer of this ADR (and of the ADSs represented hereby)
on the books maintained for such purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the
same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign
such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following
conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the
Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this surrendered ADR
has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with
standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the laws of the State
of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary
and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement)
have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of
applicable law, in each case as in effect at the time thereof.


 


The Registrar shall register the split-up
or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall
(x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of
ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver
such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this
ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office
for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred
by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B
to, the Deposit Agreement) have been paid, subject, however, in each case, to the


 




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terms and conditions of this ADR, of the Deposit
Agreement and of applicable law, in each case as in effect at the time thereof.


 


The Depositary may (with notice given as
promptly as practicable to the Company) appoint one or more co-transfer agents for the purpose of effecting transfers, combinations
and split-ups of ADRs at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled
to such ADRs and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may
be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under Section 2.6 of the Deposit Agreement
(other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound
by the applicable terms of the Deposit Agreement.


 


(4)         Pre-Conditions
to Registration, Transfer, Etc.  As a condition precedent to the execution and delivery, the registration of issuance, transfer,
split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property,
the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum
sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees
and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the
production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by
Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution
and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary
and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law.


 


The issuance of ADSs against deposits of
Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused,
or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally
may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar
are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time
or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any
securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable,
or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of


 




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the Company or for any other reason, subject,
in all cases to paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR if applicable, to
the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any
time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit
of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes
and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the
withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the
General Instructions to Form F-6 (as such General Instructions may be amended from time to time).


 


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


 


(6)         Ownership
Restrictions.  Notwithstanding any other provision of this ADR or of the Deposit Agreement, the Company may restrict transfers
of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles
of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where
such transfer may result in the ownership of ADSs exceeding any such limits. The Company may, in its sole discretion but subject
to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner
in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the
transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial
Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the
extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein or in the
Deposit Agreement shall be interpreted as


 




    	A-6



    	 



    

  


obligating the Depositary or the Company to
ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.


 


(7)         Reporting
Obligations and Regulatory Approvals.  Applicable laws and regulations may require holders and beneficial owners of Shares,
including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain
circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements
and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports,
and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time.
Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any
actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such
regulatory approvals under applicable laws and regulations.


 


(8)         Liability
for Taxes and Other Charges.  Any tax or other governmental charge payable by the Custodian or by the Depositary with respect
to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company,
the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may
sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and
sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are payable by Holders or
Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining
liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, deliver
ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and
Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or
interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any
of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes
(including applicable interest and penalties thereon) arising from any tax benefit obtained by such Holder and/or Beneficial Owner.


 


(9)         Representations
and Warranties on Deposit of Shares.  Each person depositing Shares under the Deposit Agreement shall be deemed thereby
to represent and warrant that, pursuant to applicable German laws, (i) such Shares and the certificates therefor are duly authorized,
validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights,
if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized
so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge,


 




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mortgage or adverse claim, (v) the Shares
presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated
in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any
rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and
cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any
way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and
all actions necessary to correct the consequences thereof.


 


(10)        Proofs,
Certificates and Other Information.  Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be
required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof
of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges relating to that person,
exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms
of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute
such certifications and to make such representations and warranties, and to provide such other information and documentation (or,
in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the
Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably
require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. The Depositary
and the Registrar, as applicable, may, and at the reasonable written request of the Company, shall, to the extent practicable,
withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or
distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and Section 7.8 of the Deposit
Agreement, the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed,
or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s,
the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with
copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange
control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and
(ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive
from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal.
Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial
Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.


 




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(11)        ADS
Fees and Charges.  The following ADS fees are payable under the terms of the Deposit Agreement:


  


		(i)	ADS Issuance Fee:  by 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)	ADS Cancellation Fee:  by any person surrendering ADSs for cancellation and withdrawal of Deposited Securities or by
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 Distribution Fee:  by 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 or other cash distributions (i.e., sale of rights and other entitlements);



 


		(iv)	Stock Distribution /Rights Exercise Fee:  by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or
fraction thereof) held for (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase
additional ADSs;



 


		(v)	Other Distribution Fee:  by 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.e., spin-off shares); and



 


		(vi)	Depositary Services Fee:  by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
held on the applicable record date(s) established by the Depositary.



  


The Company, Holders, Beneficial Owners,
persons depositing Shares, and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited Securities
shall be responsible for the following ADS charges under the terms of the Deposit Agreement:


 





		(a)	taxes (including applicable interest and penalties) and other governmental charges;








 




    	A-9



    	 



    

   


		(b)	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;



 


		(c)	such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be
at the expense of the person depositing Shares or withdrawing Deposited Securities or of the Holders and Beneficial Owners of ADSs;



 


		(d)	the expenses and charges incurred by the Depositary in the conversion of foreign currency;



 


		(e)	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



 


		(f)	the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the servicing or delivery
of Deposited Property.



  


All ADS fees and charges may, at any time
and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable
by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section
6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest fee schedule to anyone upon request.


 


ADS fees and charges payable upon (i) deposit
of Shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will
be payable by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS issuances) and by the person
who delivers the ADSs for cancellation to the Depositary (in the case of ADS cancellations). In the case of ADSs issued by the
Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable
by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) surrendering the ADSs to the Depositary
for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in
effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable
ADS Record Date established by the


 




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Depositary. In the case of distributions of
cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions
other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will
be invoiced for the amount of the ADS fees and charges. For ADSs held through DTC, the ADS fees and charges for distributions other
than cash and the ADS service fee are charged to the DTC Participants in accordance with the procedures and practices prescribed
by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners
for whom they hold ADSs.


 


The Depositary may reimburse the Company
for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making
available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company
and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary
for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such
fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise
agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months.
The charges and expenses of the Custodian are for the sole account of the Depositary.


 


The obligation of Holders and Beneficial
Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation
or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall
extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.


 


(12)        Title
to ADRs.  Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition of this ADR,
and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each
Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State
of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied by proper instruments
of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR
(that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute owner thereof for all
purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement
or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder
of this ADR registered on the books of the


 




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Depositary or, in the case of a Beneficial
Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.


 


(13)        Validity
of ADR.  The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits under the Deposit
Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has been (i) dated,
(ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual
or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar
for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly authorized signatory
of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar,
as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior
to the delivery of such ADR by the Depositary.


 


(14)        Available
Information; Reports; Inspection of Transfer Books. 


 


The Company is subject to the periodic reporting
requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports
can be retrieved from the Commission's website (www.sec.gov) and can be inspected and copied at the public reference facilities
maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549. The
Depositary shall make available for inspection by Holders at its Principal Office, as promptly as practicable after receipt thereof,
any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received
by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally
available to the holders of such Deposited Property by the Company. The Depositary shall also provide or make available to Holders
copies of such reports when furnished by the Company pursuant to Section 5.6 of the Deposit Agreement.


 


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


 


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


 




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Dated:


 





	CITIBANK, N.A.	 	CITIBANK, N.A.
	Transfer Agent and Registrar	 	as Depositary
	 	 	 	 	 
	By:	 	 	By:	 
	 	Authorized Signatory	 	 	Authorized Signatory







  


The address of the Principal
Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.


 




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[FORM OF REVERSE OF ADR]


 


SUMMARY OF CERTAIN ADDITIONAL PROVISIONS


 


OF THE DEPOSIT AGREEMENT


 


(15)        Dividends
and Distributions in Cash, Shares, etc.  Whenever the Company intends to make a distribution of a cash dividend or other
cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least twenty
(20) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining
the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary
shall establish an ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation
from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or upon receipt
of proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary
will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary
(pursuant to Section 4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United
States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described
in Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date
upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net
of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes required to be withheld as a
result of the distribution) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held
as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing
to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for
interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders
of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold
and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds
from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed
to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or
the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company
to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing
account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be


 




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effected or the funds that the Depositary
holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.


 


Whenever the Company intends to make a distribution
that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least
twenty (20) days prior to the proposed distribution, specifying, inter alia, the record date applicable to
holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company,
the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt
of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i)
subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number
of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such
dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable
fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes), or (ii) if additional ADSs are not so
distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent
permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon
the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary
and (b) applicable taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the
case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section
4.1 of the Deposit Agreement. In the event that the Depositary determines that any distribution in property (including Shares)
is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or if the Company, in the fulfillment
of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares
must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement
has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable,
and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and (b) fees and
charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 of the
Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions
of the Deposit Agreement.


 


Whenever the Company intends to make a distribution
payable at the election of the holders of Deposited Securities in cash or in additional Shares, the Company shall give timely notice
thereof to the Depositary prior to the proposed distribution specifying, inter alia, the


 




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record date applicable to holders of Deposited Securities entitled
to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of
ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to
Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its
determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs.
The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that
the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is
reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7
of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall establish an ADS Record Date on the terms
described in Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to the Holders, on the basis
of the same determination as is made in Germany in respect of the Shares for which no election is made, either (X) cash upon the
terms described in Section 4.1 of the Deposit Agreement or (Y) additional ADSs representing such additional Shares upon the terms
described in Section 4.2 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish an ADS
Record Date on the terms described in Section 4.9 of the Deposit Agreement and establish procedures to enable Holders to elect
the receipt of the proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing
such procedures to the extent necessary. If a Holder elects to receive the proposed distribution in cash, then the distribution
shall be made upon the terms described in Section 4.1 of the Deposit Agreement. If a Holder elects to receive the proposed distribution
in ADSs, then the distribution shall be made upon the terms described in Section 4.2 of the Deposit Agreement. Nothing herein shall
obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather than ADSs).
There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective
distributions on the same terms and conditions as the holders of Shares.


 


Whenever the Company intends to distribute
to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to
the Depositary at least forty-five (45) days prior to the proposed distribution specifying, inter alia, the
record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such
rights to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such rights
to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist
the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders.
The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights
be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of


 




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Section 5.7 of the Deposit Agreement, and (iii) the Depositary
shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth
above are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall
proceed with the sale of the rights as contemplated in Section 4.4(b) of the Deposit Agreement. In the event all conditions set
forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.9 of the Deposit
Agreement) and establish procedures (x) to distribute rights to purchase additional ADSs (by means of warrants or otherwise),
(y) to enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and
charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) to deliver ADSs upon the valid exercise of such
rights. The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate
the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).


 


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


 


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


 


The Depositary shall not be responsible
for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any
Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the
content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.


 


Notwithstanding anything to the contrary
in Section 4.4 of the Deposit Agreement, if registration (under the Securities Act or any other applicable law) of the rights or
the securities to which any rights relate may be required in order for the Company to offer such rights or such


 




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securities to Holders and to sell the securities
represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration
statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company
furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable
country in which rights would be distributed, in each case reasonably satisfactory to the Depositary, to the effect that the offering
and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions
of the Securities Act or any other applicable laws.


 


In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights)
an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly.
In the event that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion
of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by
public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.


 


Whenever the Company intends to distribute
to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall
give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders
of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary
shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders
is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested
the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within
the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably
practicable.


 


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


 




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(including applicable interest and penalties)
or other governmental charges applicable to the distribution.


 


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


 


(16)        Redemption.
 If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give
timely notice thereof to the Depositary prior to the intended date of redemption which notice shall set forth the particulars of
the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to
the Depositary within the terms of Section 5.7 of the Deposit Agreement, and only if, after consultation between the Depositary
and the Company, the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall provide
to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set
forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the
Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price.
Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption
price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges
of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of
such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding
Deposited Securities are redeemed, the ADSs to be retired will be accepted on a pro rata basis. The redemption price per ADS shall
be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio)
upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement
and the applicable fees and charges of, and expenses incurred by, the Depositary, and applicable taxes) multiplied by the number
of Deposited Securities represented by each ADS redeemed.


 




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(17)        Fixing
of ADS Record Date.  Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the
determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights or other
property), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS,
or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares
or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of
any notice, solicitation of any consent or any other matter, the Depositary shall fix a record date (the “ADS Record Date”)
for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the
exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise
take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary
shall make reasonable efforts to establish the ADS Record Date as closely as possible to the applicable record date for the Deposited
Securities (if any) set by the Company in Germany. Subject to applicable law, the terms and conditions of this ADR and Sections
4.1 through 4.8 of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date
shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise
take action.


 


(18)        Voting
of Deposited Securities.  As soon as practicable after receipt of notice of any meeting at which the holders of Deposited
Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary
shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of
the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no
obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior
to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute
as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of
consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to
any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of or
governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct
the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s
ADSs, and (c) a brief statement as to the manner in which such voting instructions may be given.


 


Notwithstanding anything contained in the
Deposit Agreement or any ADR, with the Company's prior written consent, the Depositary may, to the extent not prohibited by law
or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of


 




    	A-20



    	 



    

  


distribution of the materials provided to
the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities,
distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve
such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval
or a contact for requesting copies of the materials).


 


Voting instructions may be given only in
respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions
from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary
shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles
of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited
Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions.


 


Neither the Depositary nor the Custodian
shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt
to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities
represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise
contemplated in the Deposit Agreement or herein. If the Depositary timely receives voting instructions from a Holder which fail
to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the
Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary
to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely
voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained
herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting
instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose
of establishing quorum at a meeting of shareholders.


 


Notwithstanding anything else contained
in the Deposit Agreement or this ADR, the Depositary shall not have any obligation to take any action with respect to any meeting,
or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws.
The Company agrees to take any and all actions reasonably necessary and as permitted by the laws of Germany to enable Holders and
Beneficial Owners to indirectly exercise the voting rights accruing to the Deposited Securities through the Depositary and to deliver
to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary. There
can be no assurance that Holders generally or any


 




    	A-21



    	 



    

  


Holder in particular will receive the notice
described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.


 


(19)        Changes
Affecting Deposited Securities.  Upon any change in nominal or par value, split-up, cancellation, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets
affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange
for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted
by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions of the
Deposit Agreement, this ADR and applicable law, evidence ADSs representing the right to receive such additional or replacement
Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited
Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s
approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion of
counsel to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws
or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the
Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission
in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other
actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary,
amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding
the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the
Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s
counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell
such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate
the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes)
for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without
regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. The Depositary shall not be responsible
for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general
or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any
liability to the purchaser of such Deposited Property.


 




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


 


(21)        Standard
of Care.  The Company, the Depositary and their respective directors, officers, employees and agents assume no obligation
and shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except
that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement
or this ADR without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor
any of their respective controlling persons, directors, officers, employees or agents, shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which
in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including
fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under


 




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any obligation whatsoever with respect to
such proceedings, the responsibility of the Custodian being solely to the Depositary).


 


The Depositary and its agents shall not
be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any
vote is cast or the effect of any vote, provided that any such action or omission is in good faith, without negligence, and in
accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that
any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company
for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring
an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may
result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing
any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for
any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.


 


The Depositary shall not be liable for any
acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in
connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with
the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary.


 


(22)        Resignation
and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary
under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the
earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions
contemplated in Section 6.2 of the Deposit Agreement), or (ii)  the appointment by the Company of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company
by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof
to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement),
or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the
Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable
efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan,
the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and
to the Company an instrument in writing accepting


 




    	A-24



    	 



    

  


its appointment hereunder, and thereupon such
successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all
the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit
Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute
and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated
in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right,
title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all
outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such
successor depositary shall promptly provide notice of its appointment to such Holders. Any entity into or with which the Depositary
may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further
act.


 


(23)        Amendment/Supplement.
 Subject to the terms and conditions of this paragraph 23 and Section 6.1 of the Deposit Agreement and applicable law, this ADR
and the provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement
between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent
of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than
charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such
expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall
not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or
supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR
shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments
in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given
to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e.,
upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).
The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely
in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders,
shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial
Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent
and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR, as amended or supplemented thereby.
In no event shall any amendment or supplement


 




    	A-25



    	 



    

  


impair the right of the Holder to surrender
such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions
of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would
require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary
may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or regulations.
Such amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before a notice of
such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws,
rules or regulations.


 


(24)        Termination.
 The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice
of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice
for such termination. If ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written
notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of
the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided
in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination
to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination.
The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders
of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue
to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of
their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the
Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement,
except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i)
collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect
of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect
thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after
deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and
all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms
set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection
with its role as Depositary under the Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited
Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together
with


 




    	A-26



    	 



    

  


any other cash then held by it under the Deposit
Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have
not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit
Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each
case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and
(ii) as may be required at law in connection with the termination of the Deposit Agreement. 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, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners
of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable
ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement.


 


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


 


(26)        Certain
Rights of the Depositary; Limitations.  Subject to the further terms and provisions of this paragraph (26) and Section 5.10
of the Deposit Agreement, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of
securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or
ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section
2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant
to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been
received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares
under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a
written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered
(w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to
be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares
or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the
Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such
Shares or ADSs and (z) agrees to any additional


 




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restrictions or requirements that the Depositary
deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the
Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject
to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the
number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding
(without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect
to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate.
The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided
pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).


 




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(ASSIGNMENT AND TRANSFER SIGNATURE
LINES)


 


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


 


	Dated:	 	Name:	 
	 	 	 	By:
	 	 	 	Title:


 


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

         

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

	 	 	 	 
	SIGNATURE GUARANTEED	 	 	 
	 	 	All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.


 




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EXHIBIT B


 


FEE SCHEDULE


 


DEPOSITARY FEES AND RELATED CHARGES


 


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


 


I.           ADS
Fees


 


The following ADS fees are payable under the terms of the Deposit
Agreement:


 





	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 or other cash distributions (i.e., sale of rights and other entitlements).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom distribution is made.
	(4)         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.
	(5)         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.
	6)         ADS Services.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.	Person holding ADSs on the applicable record date(s) established by the Depositary.





 




    	 



    	 



    

  


II.          Charges


 


The Company, Holders, Beneficial Owners, persons depositing
Shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited Securities shall be responsible
for the following ADS charges under the terms of the Deposit Agreement:


 





		(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 Shares or withdrawing Deposited Securities or of the 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 Property.