13. VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any benefits
under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary
by the manual or facsimile signature of a duly authorized signatory of the Depositary and, if a Registrar for the Receipts shall have
been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar.
14. REPORTS; INSPECTION OF TRANSFER BOOKS.
The Company has in the
past been subject to the periodic reporting requirements of the Exchange Act, and has filed certain reports with, and submitted certain
information to, the Commission, which reports can be retrieved from the Commission’s internet website at www.sec.gov, and can be
inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C.
20549. The Company has filed a Form 15F (“Form 15F”) with the Commission to terminate the registration of its securities
under the Exchange Act and its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon filing of Form 15F, the
Company’s obligation under the Exchange Act to file or submit reports required under Sections 13(a) or 15(d) of the Exchange Act
was suspended. Upon effectiveness of Form 15F, the Company’s duty to file or submit reports under Sections 13(a) and 15(d) of the
Exchange Act will terminate. Pursuant to Rule 12g3-2(b)(1) promulgated under the Exchange Act, the Company is exempt from the reporting
obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) and to maintain the exemption from registration,
the Company publishes in English the information contemplated in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website
or through an electronic information delivery system generally available to the public in the Company’s primary trading market.
The Company has specified in Form 15F, www.partner.co.il, as the internet website or the electronic information delivery system on which
it will publish such information. The information so published by the Company cannot be retrieved from the Commission’s internet
website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15F does not
become effective, the Company will again be subject to the periodic reporting requirements of the Exchange Act and will be required to
file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission’s internet website
at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission
The Depositary will make available for inspection
by Owners of Receipts at its Corporate Trust Office any reports and communications, including any proxy soliciting material, received
from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available
to the holders of such Deposited Securities by the Company. Any such reports and communications, including any such proxy soliciting material,
furnished to the Depositary by the Company shall be furnished in English to the extent such materials are required to be translated into
English pursuant to any regulations of the Commission.
The Depositary will keep books, at its Corporate
Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by
the Owners of Receipts provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest
of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts.
The address of the Corporate Trust Office of the
Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
15. DIVIDENDS AND DISTRIBUTIONS.
When the Company intends to make a distribution
of a cash dividend or other cash distribution, the Company shall give timely notice thereof to the Depositary. When the Depositary receives
such cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions of Section
4.5 of the Deposit Agreement, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of
the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto as of the record date set in accordance
with Section 4.6 of the Deposit Agreement, in proportion to the number of American Depositary Shares representing such Deposited Securities
held by them respectively; provided, however, that in the event that the Company or the Depositary shall be required to
withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed
to the Owner of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly.
The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent.
Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or its
agent will remit to the appropriate governmental agency in Israel all amounts withheld and owing to such agency.
Whenever the Company intends to make a distribution
other than cash, shares or rights, the Company shall give timely notice thereof to the Depositary. Subject to the provisions of Sections
4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described in Section
4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will cause the securities or property received by it to be distributed to the
Owners entitled thereto as of the record date set in accordance with Section 4.6 of the Deposit Agreement, after deduction or upon payment
of any fees and expenses of the Depositary or any taxes or governmental charges in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot
be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason including, but not limited to, any requirement
that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be
registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners, the Depositary deems such distribution
not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net
proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and Exhibit
B thereto) will be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner and subject to the conditions
described in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.2 of the
Deposit Agreement if it has not received satisfactory assurances that the distribution does not require registration under the Securities
Act of 1933. The Depositary may sell, by public of private sale, am amount of securities or other property it would otherwise distribute
under Section 4.2 of the Deposit Agreement that is sufficient to pay its fees and expenses in respect of that distribution.
Whenever the Company intends to make a distribution
that consists of a dividend in, or a free distribution of, Shares the Company shall give timely notice thereof to the Company. If any
distribution consists of a dividend in, or free distribution of, Shares, the Depositary may distribute to the Owners of outstanding Receipts
entitled thereto as of the record dated set in accordance with Section 4.6 of the Deposit Agreement in proportion to the number of ADSs
representing Deposited Securities held by them respectively, additional ADSs representing the amount of Shares received as such dividend
or free distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance
of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit
Agreement and the payment of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and Exhibit B
thereto (and the Depositary may sell, by public or private sale, an amount of the Shares receives sufficient to pay its fees and expenses
in respect of that distribution). The Depositary may withhold such distribution of ADSs if it has not received satisfactory assurances
from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate
of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1 of the Deposit
Agreement. If additional ADSs are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.
In the event that the Depositary determines that
any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which
the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any
such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges
to the Owners of Receipts entitled thereto.
16. RIGHTS.
In the event that the Company shall offer or cause
to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature,
the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing
of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering
or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the
net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights
the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all or certain Owners but
not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion
to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.
In circumstances in which rights would otherwise
not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments in order to exercise the rights
allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights available to such Owner upon
written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be
exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required
under applicable law.
If the Depositary has distributed warrants or
other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments
to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner
of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and
expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of
such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary
on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section
2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, deliver ADSs to such Owner; provided,
however, that in the case of a distribution pursuant to the preceding paragraph, such deposit shall be made, and depositary shares
shall be delivered, under depositary arrangements which provide for issuance of depositary receipts subject to the appropriate restrictions
on sale, deposit, cancellation, and transfer under applicable United States laws.
If the Depositary determines in its discretion
that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments
in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly
make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in
Section 5.9 of the Deposit Agreement and Exhibit B thereto and all taxes and governmental charges payable in connection with such rights
and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants
or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise.
Except as otherwise provided in the third preceding
paragraph, the Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either
exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions
of such Act. Nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement
with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner
of Receipts requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under
such Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.
If the Depositary is unable to make any rights
available to Owners or to arrange for sale of rights, the Depositary may allow such rights to lapse. The Depositary shall not be responsible
for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.
In the event that the Company, the Depositary
or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account
of taxes or other governmental charges, the amount distributed to the Owners of ADSs representing such Deposited Securities shall be reduced
accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor)
is subject to any tax or other governmental charges which the Depositary is obligated to withhold, 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 to pay any such taxes or charges.
17. 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 securities, property or rights,
and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a practicable
basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted,
by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the
Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof
to such Dollars, then to the holders of such warrants or instruments upon surrender thereof for cancellation. Such distribution may be
made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions,
the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary
as provided in Section 5.9 of the Deposit Agreement and Exhibit B thereto.
If such conversion or distribution can be effected
only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license,
if any, as it may deem desirable.
If at any time the Depositary shall determine
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a practicable basis into Dollars
transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion
is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable
period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the
right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested
and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.
If any such conversion of foreign currency, in
whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make
such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of
the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.
18. FIXING
OF RECORD DATES.
Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever
for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever
the Depositary shall find it necessary or convenient, the Depositary shall fix a record date (a) for the determination of the Owners of
Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled
to give instructions for the exercise of voting rights at any such meeting or (iii) responsible for any fees or charges assessed by the
Depositary pursuant to the Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number
of Shares, subject to the provisions of the Deposit Agreement. The Depositary shall establish the record date as closely as possible to
the applicable record date for the Deposited Securities (if any) set by the Company in Israel. Subject to the provisions of Sections 4.1
through 4.5 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement, the Owners on such record date shall
be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution
or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively,
to give voting instructions or to act in respect of any other such matter.
19. VOTING OF DEPOSITED SECURITIES.
Upon receipt from the Company of notice of any
meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested
in writing by the Company, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole
discretion of the Depositary, which shall contain (a) the information that is contained in the notice received by the Depositary from
the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable
provision of Israeli law and of the Company’s Articles of Association or similar document of the Company, to instruct the Depositary
as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their
respective American Depositary Shares and (c) a statement as to the manner in which instructions may be given. Upon the written request
of an Owner of a Receipt on that record date, received on or before the date established by the Depositary for the purpose, the Depositary
shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented
by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in that request. Neither the
Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and the Depositary shall not vote or attempt
to exercise the right to vote that attaches to Deposited Securities other than in accordance with instructions received from Owners. Voting
instructions may only be given in respect of ADSs representing an integral number of Deposited Securities.
In order to give Owners a reasonable opportunity
to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary
to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details of
the matters to be voted upon not less than 35 days prior to the meeting date or date for giving such proxies or consents.
Notwithstanding anything contained in the Deposit
Agreement or any Receipt, 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 Owners a notice that provides Owners
with, or otherwise publicize to Owners, 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).
If the Depositary timely receives voting instructions
from an Owner which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Owner’s
ADSs, the Depositary will deem such Owner (unless otherwise specified in the notice distributed to Owners) 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 Owner 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 Owners 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 to enable Owners and Beneficial Owners to exercise the voting rights accruing to the Deposited
Securities 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 Owners generally
or any Owner in particular will receive the notice described above with sufficient time to enable the Owner to return voting instructions
to the Depositary in a timely manner.
20. CHANGES
AFFECTING DEPOSITED SECURITIES.
In circumstances where the provisions of Section
4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, consolidation, or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting
the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion
of or in respect of Deposited Securities, shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary
Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities
so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the
Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.
21. WITHHOLDING.
The Depositary will, and will instruct the Custodian
to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company
or its agents to file 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 Securities under applicable tax treaties or laws for the Owners 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 Securities. As a condition to receiving such benefits, Owners 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 Owners and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any
of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental
authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding
at source or other tax benefit obtained.
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 satisfactory to the Depositary. The Depositary shall, to the
extent required by U.S. law, report to Owners 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 Owners 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 Owner or Beneficial Owner to obtain the benefits of credits on the basis of non U.S. tax paid against
such Owner’s or Beneficial Owner’s income tax liability.
The Depositary is under no obligation to provide
the Owners and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability
for any tax consequences that may be incurred by Owners 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.
22. LIABILITY
OF THE COMPANY AND DEPOSITARY.
Neither the Depositary nor the Company nor any
of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with
the provisions of the Deposit Agreement or incur any liability to any Owner or Beneficial Owner if, by reason of any provision of any
present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock
exchange, or by reason of any provision, present or future, of the Company’s Articles of Association or similar document of the
Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof,
or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented,
delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by
the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the
Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of
any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of
the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion
provided for in the Deposit Agreement or in the Company’s Articles of Association or provisions of or governing the Deposited Securities,
for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares
for deposit, any Owner, 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, for the inability by an Owner 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 Owners of ADSs, or 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.
The Company assumes no obligation nor shall it
be subject to any liability under the Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations
specifically set forth in the Deposit Agreement without negligence or bad faith.
The Depositary assumes no obligation nor shall
it be subject to any liability under the Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability
with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set
forth in the Deposit Agreement without negligence or bad faith.
Neither the Depositary nor the Company shall be
under any obligation to appear in or prosecute any action, suit or other proceeding in respect of any Deposited Securities or in respect
of the Receipts on behalf of any Owner, Beneficial Owner or other person, and the Custodian shall not be under any obligation whatsoever
with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.
Neither the Depositary nor the Company shall be
liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting
Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.
The Depositary shall not be liable for any acts
or omissions made by a successor or predecessor depositary whether in connection with a previous act or omission of the Depositary or
in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted
as Depositary.
The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the
effect of any such vote, provided that any such action or nonaction is in good faith. 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 Owners or for any inaccuracy of any translation thereof, for any investment risk associated
with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences
that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit worthiness of any third party, for allowing
any rights to lapse upon the terms of the Deposit Agreement, 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.
No disclaimer of liability under the Securities
Act of 1933 is intended by any provision of the Deposit Agreement.
23. RESIGNATION
AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.
The Depositary may at any time resign as Depositary
by written notice of its election so to do delivered to the Company, such resignation to take effect upon the earlier of (i) the 90th
day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take all actions contemplated in Section 6.2
of the Deposit Agreement) or (ii) appointment 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 90 days’ prior written notice of such removal, to become effective upon the later of (i) the 90th day after delivery
of the notice to the Depositary (whereupon the Depositary shall be entitled to take the action contemplated in Section 6.2 of the Deposit
Agreement), or (ii) the appointment 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 its best efforts to appoint a successor depositary, which shall be a bank or trust company
having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor
and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor,
nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring
to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any
such successor depositary shall promptly distribute notice of its appointment to the Owners.
Any corporation into or with which the Depositary
may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further
act.
24. AMENDMENT.
The form of the Receipts and any provisions of
the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the
consent of Owners or Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or
increase any fees or charges (other than taxes and other governmental charges, registration fees and cable, telex or facsimile transmission
costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts,
shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after notice of such amendment shall
have been given to the Owners of outstanding Receipts. Every Owner and Beneficial Owner of a Receipt at the time any amendment so becomes
effective shall be deemed, by continuing to hold such Receipt or any interest therein, to consent and agree to such amendment and to be
bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender
such Receipt and receive therefor the Deposited Securities represented thereby except in order to comply with mandatory provisions of
applicable law.
Notwithstanding the foregoing, if any governmental
body should adopt new laws, rules or regulations which would require 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 Owners or within any other period of time as required
for compliance with such laws, rules or regulations.
25. TERMINATION
OF DEPOSIT AGREEMENT.
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 Owners 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 Owners 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 Owners 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 Owners and Beneficial Owners will be entitled to
all of their rights under the Deposit Agreement. After the Termination Date, the Depositary shall remain subject to its obligations to
the Company under Sections 5.8 and 7.6 of 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 securities and other 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 securities or other 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 Owners 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 Securities 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 Owners 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 Owners 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 Owners 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 Owners to the Depositary for cancellation under the terms of the Deposit Agreement.
26. SUBMISSION
TO JURISDICTION; WAIVER OF IMMUNITIES.
In the Deposit Agreement, the Company has (i)
appointed Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19711 as the Company’s authorized
agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or the Deposit Agreement, (ii) consented and submitted to the jurisdiction of any state or federal
court in The City of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said
authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
To the extent that the Company or any of its properties,
assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty
or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim,
from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction
in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out
of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the
Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any
such immunity and consents to such relief and enforcement.