As filed with the
Securities and Exchange Commission on October 3, 2023
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Registration No.
333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Abivax SA
(Exact name of issuer of deposited securities as
specified in its charter)
N/A
(Translation of issuer’s name into English)
France
(Jurisdiction of incorporation or organization
of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
C T Corporation System
1015 15th Street N.W., Suite
1000
Washington, D.C., 20005
Phone: +1 202 572 3133
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Divakar Gupta, Esq.
Marc Recht, Esq.
Ryan Sansom, Esq.
Denny Won, Esq.
Cooley LLP
55 Hudson Yards
New York, New York 10001
Tel: +1 212 479-6000 |
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
+1 212 336-2301
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It is proposed that this filing become effective under Rule
466: |
☐ |
immediately
upon filing. |
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on (Date) at (Time). |
If a separate registration
statement has been filed to register the deposited shares, check the following box: ☒
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered |
Amount to be
Registered |
Proposed Maximum
Aggregate Price Per Unit* |
Proposed Maximum
Aggregate Offering Price** |
Amount of
Registration Fee
|
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) ordinary share of Abivax SA (the “Company”) |
100,000,000 ADSs |
$5.00 |
$5,000,000 |
$738.00 |
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* Each
unit represents 100 ADSs.
** Estimated
solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of ADSs.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Registration Statement may be executed
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 instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 1. | DESCRIPTION
OF SECURITIES TO BE REGISTERED |
Item
Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
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1. |
Name of Depositary and address of its principal executive office |
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Face of Receipt - Introductory Article. |
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2. |
Title of Receipts and identity of deposited securities |
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Face of Receipt - Top Center. |
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Terms of Deposit: |
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”) |
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Face of Receipt - Upper right corner. |
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(ii) |
The procedure for voting, if any, the deposited securities |
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Reverse of Receipt - Paragraphs (17) and (18). |
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(iii) |
The collection and distribution of dividends |
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Reverse of Receipt - Paragraph (15). |
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(iv) |
The transmission of notices, reports and proxy soliciting material |
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Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (18). |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs (15) and (17). |
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17). |
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(vii) |
Amendment, extension or termination of the deposit agreement |
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). |
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
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Face of Receipt - Paragraph (14). |
Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
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Face of Receipt – Paragraphs (2), (3), (4), (6),
(7), (8), (9) and (10);
Reverse of Receipt – Paragraph (25). |
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(x) |
Limitation upon the liability of the Depositary |
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Face of Receipt - Paragraphs (8) and (12);
Reverse of Receipt - Paragraphs (15), (16), (18), (19),
(20), (21) and (25). |
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3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs |
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Face of Receipt - Paragraph (11). |
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Item 2. |
AVAILABLE INFORMATION |
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Face of Receipt - Paragraph (14). |
The Company is subject to
the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).
These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed form
of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration
Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a) | Form of Deposit Agreement, by and among Abivax SA (the “Company”), Citibank, N.A., as depositary (the “Depositary”),
and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___
Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. ___ None. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in
effect at any time within the last three years. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit
(d). |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on
the signature pages hereto. |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders
of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary
as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating
the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change
in the fee schedule. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement,
by and among Abivax SA, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued
thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly
caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on the 3rd day of October 2023.
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Legal entity created by the Deposit Agreement under which the
American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one
(1) ordinary share of Abivax SA
CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Joseph Connor |
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Name: |
Joseph Connor |
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Title: |
Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Abivax SA certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-6 and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized,
in Paris, France, on October 3, 2023.
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ABIVAX SA |
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By: |
/s/ Marc de Garidel |
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Name: |
Marc de Garidel |
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Title: |
Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints each of Marc de Garidel and Didier Blondel to act
as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead,
in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration
Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following
capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Marc
de Garidel
Marc de Garidel
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Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer) |
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October 3, 2023 |
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/s/ Didier
Blondel
Didier Blondel |
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Chief Financial Officer and Board Secretary
(Principal Financial and Accounting Officer) |
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October 3, 2023 |
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/s/ Corinna
zur Bonsen-Thomas
Corinna zur Bonsen-Thomas |
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Director |
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October 3, 2023 |
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/s/ Carol
L. Brosgart
Carol L. Brosgart |
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Director |
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October 3, 2023 |
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/s/ Kinam
Hong
Sofinnova Partners, represented by Kinam Hong |
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Director |
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October 3, 2023 |
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/s/ Troy
Ignelzi
Troy Ignelzi |
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Director |
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October 3, 2023 |
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/s/ June
Lee
June Lee |
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Director |
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October 3, 2023 |
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/s/ Paolo Rampulla |
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Director |
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October 3, 2023 |
Santé Holdings SRL, represented by Paolo Rampulla |
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/s/ Philippe Pouletty |
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Director |
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October 3, 2023 |
Truffle Capital, represented by Philippe Pouletty |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT IN THE UNITED STATES
Pursuant to the
Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America has signed
this registration statement or amendment thereto in New Castle County, Delaware, on the 3rd day of October, 2023.
ABIVAX LLC |
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By: |
/s/ Marc de Garidel |
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Name: Marc de Garidel |
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Title: Chief Executive Officer |
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Index to Exhibits
Exhibit |
Document |
Sequentially
Numbered Page |
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(a) |
Form of Deposit Agreement |
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(d) |
Opinion of counsel to the Depositary |
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Exhibit (a)
DEPOSIT AGREEMENT
by and among
ABIVAX SA
and
CITIBANK, N.A.,
as Depositary,
and
THE HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES
ISSUED HEREUNDER
Dated as of [·],
2023
TABLE OF CONTENTS
ARTICLE I |
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DEFINITIONS |
1 |
Section 1.1 |
“ADS Record Date” |
1 |
Section 1.2 |
“Affiliate” |
1 |
Section 1.3 |
“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” |
1 |
Section 1.4 |
“American Depositary Share(s)” and “ADS(s)” |
2 |
Section 1.5 |
“Beneficial Owner” |
2 |
Section 1.6 |
“By-laws” |
3 |
Section 1.7 |
“Certificated ADS(s)” |
3 |
Section 1.8 |
“Citibank” |
3 |
Section 1.9 |
“Commission” |
3 |
Section 1.10 |
“Company” |
3 |
Section 1.11 |
“Custodian” |
3 |
Section 1.12 |
“Deliver” and “Delivery” |
3 |
Section 1.13 |
“Deposit Agreement” |
3 |
Section 1.14 |
“Depositary” |
3 |
Section 1.15 |
“Deposited Property” |
3 |
Section 1.16 |
“Deposited Securities” |
4 |
Section 1.17 |
“Dollars” and “$” |
4 |
Section 1.18 |
“DTC” |
4 |
Section 1.19 |
“DTC Participant” |
4 |
Section 1.20 |
“Euros” and “€” |
4 |
Section 1.21 |
“Exchange Act” |
4 |
Section 1.22 |
“Foreign Currency” |
4 |
Section 1.23 |
“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)” |
4 |
Section 1.24 |
“Holder(s)” |
4 |
Section 1.25 |
“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)” |
5 |
Section 1.26 |
“Principal Office” |
5 |
Section 1.27 |
“Registrar” |
5 |
Section 1.28 |
“Restricted Securities” |
5 |
Section 1.29 |
“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares” |
5 |
Section 1.30 |
“Securities Act” |
5 |
Section 1.31 |
“Share Registrar” |
5 |
Section 1.32 |
“Shares” |
5 |
Section 1.33 |
“Uncertificated ADS(s)” |
6 |
Section 1.34 |
“United States” and “U.S.” |
6 |
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ARTICLE II |
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS |
6 |
Section 2.1 |
Appointment of Depositary |
6 |
Section 2.2 |
Form and Transferability of ADSs |
6 |
Section 2.3 |
Deposit of Shares |
8 |
Section 2.4 |
Registration and Safekeeping of Deposited Securities |
9 |
Section 2.5 |
Issuance of ADSs |
10 |
Section 2.6 |
Transfer, Combination and Split-up of ADRs |
10 |
Section 2.7 |
Surrender of ADSs and Withdrawal of Deposited Securities |
11 |
Section 2.8 |
Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc |
13 |
Section 2.9 |
Lost ADRs, etc |
13 |
Section 2.10 |
Cancellation and Destruction of Surrendered ADRs; Maintenance of Records |
14 |
Section 2.11 |
Escheatment |
14 |
Section 2.12 |
Partial Entitlement ADSs |
14 |
Section 2.13 |
Certificated/Uncertificated ADSs |
15 |
Section 2.14 |
Restricted ADSs |
16 |
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ARTICLE III |
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CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs |
18 |
Section 3.1 |
Proofs, Certificates and Other Information |
18 |
Section 3.2 |
Liability for Taxes and Other Charges |
19 |
Section 3.3 |
Representations and Warranties on Deposit of Shares |
19 |
Section 3.4 |
Compliance with Information Requests |
20 |
Section 3.5 |
Ownership Restrictions |
20 |
Section 3.6 |
Reporting Obligations and Regulatory Approvals |
20 |
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ARTICLE IV |
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THE DEPOSITED SECURITIES |
20 |
Section 4.1 |
Cash Distributions |
21 |
Section 4.2 |
Distribution in Shares |
21 |
Section 4.3 |
Elective Distributions in Cash or Shares |
22 |
Section 4.4 |
Distribution of Rights to Purchase Additional ADSs |
23 |
Section 4.5 |
Distributions Other Than Cash, Shares or Rights to Purchase Shares |
25 |
Section 4.6 |
[Intentionally Omitted] |
26 |
Section 4.7 |
Redemption |
26 |
Section 4.8 |
Conversion of Foreign Currency |
26 |
Section 4.9 |
Fixing of ADS Record Date |
27 |
Section 4.10 |
Voting of Deposited Securities |
28 |
Section 4.11 |
Changes Affecting Deposited Securities |
29 |
Section 4.12 |
Available Information |
30 |
Section 4.13 |
Reports |
30 |
Section 4.14 |
List of Holders |
30 |
Section 4.15 |
Taxation |
30 |
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ARTICLE V |
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THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY |
31 |
Section 5.1 |
Maintenance of Office and Transfer Books by the Registrar |
31 |
Section 5.2 |
Exoneration |
32 |
Section 5.3 |
Standard of Care |
33 |
Section 5.4 |
Resignation and Removal of the Depositary; Appointment of Successor Depositary |
34 |
Section 5.5 |
The Custodian |
34 |
Section 5.6 |
Notices and Reports |
35 |
Section 5.7 |
Issuance of Additional Shares, ADSs etc |
36 |
Section 5.8 |
Indemnification |
37 |
Section 5.9 |
ADS Fees and Charges |
38 |
Section 5.10 |
Restricted Securities Owners |
39 |
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ARTICLE VI |
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AMENDMENT AND TERMINATION |
39 |
Section 6.1 |
Amendment/Supplement |
39 |
Section 6.2 |
Termination |
40 |
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ARTICLE VII |
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MISCELLANEOUS |
41 |
Section 7.1 |
Counterparts |
41 |
Section 7.2 |
No Third Party Beneficiaries/Acknowledgments |
41 |
Section 7.3 |
Severability |
42 |
Section 7.4 |
Holders and Beneficial Owners as Parties; Binding Effect |
42 |
Section 7.5 |
Notices |
42 |
Section 7.6 |
Governing Law and Jurisdiction |
43 |
Section 7.7 |
Assignment |
45 |
Section 7.8 |
Compliance with, and No Disclaimer under, U.S. Securities Laws |
45 |
Section 7.9 |
French Law References |
45 |
Section 7.10 |
Titles and References |
46 |
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EXHIBITS |
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Form of ADR. |
A-1 |
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Fee Schedule. |
B-1 |
DEPOSIT AGREEMENT
DEPOSIT AGREEMENT, dated as of [·],
2023, by and among (i) ABIVAX SA, a limited company (société anonyme) incorporated under the laws of France,
and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws
of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder
(Citibank in such capacity, 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 (as hereinafter defined) 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 (as hereinafter
defined) of American Depositary Receipts (as hereinafter defined) 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
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.
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) that are 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). In addition, the ADS(s)-to-Share(s) ratio is subject to amendment as provided
in Articles IV and VI of the Deposit Agreement (which may give rise to Depositary fees).
Section 1.5
“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 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. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account
vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available
to, Beneficial Owners pursuant to the terms of the Deposit Agreement.
Section 1.6
“By-laws” shall mean the by-laws (statuts) of the Company.
Section 1.7 “Certificated
ADS(s)” shall have the meaning set forth in Section 2.13.
Section 1.8
“Citibank” shall mean Citibank, N.A., a national banking association organized under the laws of
the United States of America, and its successors.
Section 1.9
“Commission” shall mean the Securities and Exchange Commission of the United States or any successor
governmental agency thereto in the United States.
Section 1.10
“Company” shall mean Abivax SA, a company incorporated and existing under the laws of France, and
its successors.
Section 1.11
“Custodian” shall mean (i) as of the date hereof, Citibank Europe plc having its principal office
at 1 North Wall Quay, Dublin 1, Ireland , as the custodian of Deposited Property for the purposes of the Deposit Agreement, (ii) Citibank,
N.A., acting as custodian of Deposited Property 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 1.12
“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 the books of the Share Registrar (as hereinafter defined) or in the applicable
book-entry settlement system, 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 1.13
“Deposit Agreement” shall mean this Deposit Agreement and all exhibits hereto, as the same may from
time to time be amended and supplemented from time to time in accordance with the terms of the Deposit Agreement.
Section 1.14
“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 1.15
“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.
Section 1.16
“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 1.17
“Dollars” and “$” shall refer to the lawful currency of the United States.
Section 1.18
“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 1.19
“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. A DTC Participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest
therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall (notwithstanding any explicit or implicit
disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the
Deposit Agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the Holder of such ADSs.
Section 1.20
“Euros” and “€” shall refer to the lawful currency of France.
Section 1.21
“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended from time
to time.
Section 1.22
“Foreign Currency” shall mean any currency other than Dollars.
Section 1.23
“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 1.24
“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. The manner in which a Holder holds ADSs (e.g., in certificated
vs. uncertificated form) may affect the rights and obligations of, and the manner in which, and the extent to which, the services are
made available to, Holders pursuant to the terms of the Deposit Agreement.
Section 1.25
“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 1.26
“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 1.27
“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 1.28
“Restricted Securities” shall mean Shares, Deposited Securities or ADSs which (i) have been
acquired directly or indirectly from the Company or any of its 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 executive 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, France, or under a shareholder agreement or the By-laws
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 1.29
“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”
shall have the respective meanings set forth in Section 2.14.
Section 1.30
“Securities Act” shall mean the United States Securities Act of 1933, as amended from time to time.
Section 1.31
“Share Registrar” shall mean Uptevia or any other institution organized under the laws of France
appointed by the Company from time to time to carry out the duties of registrar for the Shares, and any successor thereto.
Section 1.32
“Shares” shall mean the Company’s ordinary shares, par value €0.01 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 par 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 1.33
“Uncertificated ADS(s)” shall have the meaning set forth in Section 2.13.
Section 1.34
“United States” and “U.S.” shall have the meaning assigned to it in Regulation S
as promulgated by the Commission under the Securities Act.
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) subject to Section 7.11, 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.
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 Certificated 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 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 Participants), or (ii) DTC
Participants or their nominees (with respect to the interests of clients of DTC Participants). Any distributions made, and any notices
given, by the Depositary to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) satisfy
the Depositary’s obligations under the Deposit Agreement to make such distributions, and give such notices, in respect of the ADSs
held in DTC (including, for avoidance of doubt, to the DTC Participants holding the ADSs in their DTC accounts and to the Beneficial Owners
of such ADSs).
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 satisfactory to the Custodian, and (ii) in the case of Shares delivered
by book-entry transfer and recordation, confirmation of the book-entry transfer and recordation in the books of the Share Registrar or
the applicable book-entry settlement system, 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 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) 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, any applicable governmental agency in France, 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 France and any necessary approval has been granted by any applicable governmental body in France, 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 By-laws 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 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 or on the books of the applicable book-entry settlement system, (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 ADS fees and charges of the
Depositary for accepting a deposit of Shares 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).
Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary
for the issuance, cancellation and conversion of ADSs (as set forth in Section 5.9 and Exhibit B hereto), the Depositary shall also, subject
to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, issue new ADSs in connection
with the conversion of existing ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs
into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case the Depositary
shall (i) only issue such number of new ADSs of one series equal to the number of existing ADSs cancelled of the corresponding series,
and (ii) only process such ADS conversion to the extent the Depositary has to the extent applicable instructed the Custodian to transfer
the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series. The Depositary shall
only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs.
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.
(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.
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 By-laws and of any applicable
laws and the rules of the applicable book-entry settlement system and to any provisions 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 By-laws of the Company, of any applicable laws and of the rules of the applicable
book-entry settlement system, 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
withheld) to the person surrendering the ADSs.
Upon receipt of satisfactory instructions from
ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation, and conversion
of ADSs (as set forth in Section 5.9 and Exhibit B hereto), the Depositary shall also, subject to the applicable terms and conditions
of, and contemplated in, the Deposit Agreement and applicable law, cancel ADSs in connection with the conversion of ADSs of one series
for ADSs of another series (e.g. in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion
of Partial Entitlement ADSs into Full Entitlement ADSs), in which case, (i) the number of ADSs of one series so cancelled shall equal
the number of ADSs issued of the corresponding series, and (ii) the Depositary shall to the extent applicable direct the Custodian to
transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series.
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 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 transmission.
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(a).
(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 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 (e.g., 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 the 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.
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 convert the Partial Entitlement ADSs for Full Entitlement ADSs only upon receipt of applicable and satisfactory instructions
from ADS Holders (to the extent ADS Holder instructions are deemed necessary and appropriate by the Depositary) and payment of applicable
taxes and the ADS fees and charges of the Depositary (as set forth in Section 5.9 and Exhibit B hereto) for each of the issuance, cancellation,
transfer and conversion processes undertaken in connection with the removal of distinctions between the Partial Entitlement ADRs, the
Partial Entitlement ADSs and/or the Partial Entitlement Shares (on the one hand) and the Full Entitlement ADRs, the Full Entitlement ADSs
and/or the Full Entitlement Shares (on the other hand), and subject to the applicable terms and conditions of, and contemplated in, the
Deposit Agreement and applicable law, by (a) giving notice thereof to Holders of Partial Entitlement ADSs and giving Holders of Partial
Entitlement ADRs the opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs, (b) causing the Custodian to
transfer the Partial Entitlement Shares into the account of the Full Entitlement Shares, and (c) taking such actions as are necessary
to convert the Partial Entitlement ADRs and ADSs, for the corresponding Full Entitlement ADRs and ADSs on the other, in which case, the
number of Full Entitlement ADSs issued shall equal the number of Partial Entitlement ADSs cancelled. Holders and Beneficial Owners of
Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement Shares. 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 (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated
ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the 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. 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 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 Securities 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 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 ADSs shall not be eligible for inclusion in any book-entry
settlement system, including, without limitation, DTC (unless (x) otherwise agreed by the Company and the Depositary, (y) the inclusion
of Restricted ADSs is acceptable to the applicable clearing system, and (z) the terms of such inclusion are generally accepted by the
Commission for Restricted Securities of that type), 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 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, or in connection with a transaction, Restricted Securities, (y) instructions from the Company and/or the applicable ADS
Holder to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, and (z) payment of
applicable taxes and the ADS fees and charges of the Depositary as set forth in Section 5.9 and Exhibit B hereto) for each of the
issuance, cancellation, transfer and conversion processes undertaken in connection with the removal of the restrictions applicable to
the Restricted ADRs, Restricted ADSs and/or Restricted Shares (as the case may be), 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 by converting the Restricted ADSs into freely transferable
ADSs (which shall entail, inter alia, the cancellation of the Restricted ADSs and the issuance of the corresponding freely transferable
ADSs, and instructing the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for
the applicable ADS series), (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
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, 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 applicable ADR(s). The Depositary and the Registrar, as applicable,
may 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(a), 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 held on behalf
of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such
Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and
penalties) or charges that are or may be 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, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of
ADRs and (subject to Section 7.8(a)) 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, directors, 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 (i) any ADSs held by such Holder and/or owned by such
Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or
Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby . Notwithstanding anything to the contrary
contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under this Section 3.2 shall survive
any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit
Agreement.
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 (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 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
any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, and/or the By-laws 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 Shares as the
case may be) and regarding the identity of any other person(s) interested in such ADSs 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 any such responses to such requests received by the Depositary.
Section 3.5
Ownership Restrictions. Notwithstanding any other provision contained in the Deposit Agreement or any ADR(s) to the
contrary, 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 By-laws 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 total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner
to exceed 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 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 By-laws 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 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 timely notice thereof to the Depositary at least twenty (20) calendar days
(or such other number of days as the Depositary and the Company may agree to in writing from time to time) 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 the ADS Record Date upon the terms described in Section 4.9. Upon
confirmation of the receipt of (x) any cash dividend or other cash distribution in respect of any Deposited Property (whether from
the Company or otherwise), or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof,
the Depositary will (i) if any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend,
distribution or proceeds into Dollars (subject to the terms and conditions of 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 set forth in the Fee Schedule attached hereto as Exhibit B, and (b) applicable
taxes withheld) 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. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the
event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.1, the Depositary
agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.1, and the Company, the Holders and
the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions
contemplated in this Section 4.1 where such notice has not been so timely given, other than its failure to use commercially reasonable
efforts, as provided herein.
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 give timely notice thereof to the Depositary at least twenty (20) calendar days (or such other
number of days as the Depositary and the Company may agree to in writing from time to time) 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 obligation 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 (a) applicable 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. Notwithstanding anything contained in the Deposit Agreement to the contrary,
in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the
Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the
Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform
the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially
reasonable efforts, as provided herein.
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
at least sixty (60) calendar days (or such other number of days as the Depositary and the Company may agree to in writing from time to
time) 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 conditions are not satisfied or
if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shall establish the 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 France 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 (x) in cash, the distribution shall be
made upon the terms described in Section 4.1, or (y) in ADSs, 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. Notwithstanding anything contained in the Deposit Agreement
to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this
Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and
the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s
failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure
to use commercially reasonable efforts, as provided herein.
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 timely notice thereof to the Depositary at least sixty (60) calendar days (or
such other number of days as the Depositary and the Company may agree to in writing from time to time) 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 the ADS Record Date (upon the terms described in Section 4.9) and establish procedures to (x) distribute
rights to purchase additional ADSs (by means of warrants or otherwise), (y) 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) 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).
(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 liable for (i) any
failure to accurately determine whether 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 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 the Depositary determines 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.
There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders
of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect
of any rights or Shares or other securities to be acquired upon the exercise of such rights.
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 to 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 applicable taxes 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 the Depositary 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.
(d)
Neither the Depositary nor the Company shall be liable for (i) any failure to accurately determine whether it is lawful or
practicable to make the property described in this Section 4.5 available to Holders in general or any Holders in particular, nor (ii)
any loss incurred in connection with the sale or disposal of such property.
Section 4.6
[Intentionally Omitted].
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 at least sixty (60) calendar days (or such other number of days as the
Depositary and the Company may agree to in writing from time to time) 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 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) applicable 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 selected by lot or on a pro rata basis, as may be determined by the Depositary.
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 taxes) multiplied by the number of Deposited Securities
represented by each ADS redeemed.
Notwithstanding anything contained in the Deposit
Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for
in this Section 4.7, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section
4.7, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s
failure to perform the actions contemplated in this Section 4.7 where such notice has not been so timely given, other than its failure
to use commercially reasonable efforts, as provided herein.
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 reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars
(net of the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable taxes withheld) in accordance
with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or
Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants
or other instruments that entitle the holders thereof to such 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 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 (a) 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
distribution), (b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary
shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or
(d) 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 the 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 practicable to the applicable record date for the Deposited Securities (if any) set by the Company in France and shall
not announce the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if
such corporate action affects the Deposited Securities). 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, 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) calendar days (or such other number of days as the Depositary
and the Company may agree to in writing from time to time) prior to the date of such vote or meeting), at the Company’s expense
and provided no U.S. legal prohibitions exist, distribute 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 By-laws 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, 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 (e.g.,
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 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, By-laws 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.
Deposited Securities represented by ADSs for which
no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated herein).
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. With respect to Deposited Securities represented by ADSs for which no timelyvoting instructions are received by the Depositary from the
Holder, the Depositary shall (unlessotherwise specified in the notice distributed to Holders) deem such Holder, to have instructed theDepositary
to give a discretionary proxy to a person designated by the Company to vote theDeposited Securities; provided, however, that no such discretionary
proxy shall be given by theDepositary with respect to any matter to be voted upon as to which the Company informs theDepositary that (i)
the Company does not wish such proxy to be given, (ii) substantial oppositionexists, or (iii) the rights of holders of Deposited Securities
may be adversely affected.
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 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. or French laws. The Company
agrees to take any and all actions reasonably necessary to enable Holders 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 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 ADSs shall, subject to the provisions of the Deposit Agreement,
any ADR(s) evidencing such ADSs and applicable law, represent 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 (including, without limitation, (a) the applicable fees and charges of,
and expenses incurred by, the Depositary, and (b) taxes) 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) 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. 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 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 Depositary and the Company
shall have no obligation or liability to any person if any Holder or Beneficial Owner fails to provide such information or if such information
does not reach the relevant tax authorities in time for any Holder or Beneficial Owner to obtain the benefits of any tax treatment. 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 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 (e.g.,
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 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. Neither the Company nor the Depositary shall
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.
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 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(a).
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 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. The Depositary shall notify the Company of
any such removal or appointment.
Section 5.2
Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the
Company shall be obligated to do or perform any act or thing which is inconsistent with the provisions of the Deposit Agreement or incur
any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian, the Company or their respective agents
shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms
of the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, France 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 By-laws of the Company or any provision of or governing
any Deposited Securities, or by reason of any act of God or other event or circumstance beyond its control (including, without limitation,
fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction,
work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure,
failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical
incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine
order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability
of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the By-laws 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, (v) for any action or inaction of any clearing or
settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive
damages (including lost profits) 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.
Section 5.3
Standard of Care. The Company and the Depositary 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, 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 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 and without negligence and in accordance with the terms
of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately 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, for the value of any Deposited Property or any distribution thereon, for
any interest on Deposited Property, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property,
for any tax consequences that may result from the ownership of, or any transaction involving, ADSs or 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.
The Depositary shall not be liable for any acts
or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any
matter arising wholly prior to the appointment of the Depositary or 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.
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 calendar 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 120th 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 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 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 Citibank Europe plc as Custodian for the purpose of the Deposit
Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in France and 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 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.
Citibank 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 solely in its capacity
as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary,
the Depositary shall not be obligated to give notice to the Company, 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 By-laws 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 version of the Company’s annual and semi-annual
reports prepared in accordance with the applicable requirements of the Commission.
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
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 By-laws along with the provisions of or governing the Shares
and any other Deposited Securities issued by the Company in connection with such Shares, 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 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 application of the proposed transaction to Holders and Beneficial Owners
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 U.S.). 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 French counsel stating that (1) making the transaction available to Holders and
Beneficial Owners does not violate the laws or regulations of France and (2) all requisite regulatory consents and approvals have been
obtained in France. 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 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 U.S.).
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 or the
Custodian (for so long as the Custodian is a branch of Citibank) under the terms hereof due to the negligence or bad faith of the Depositary
or the Custodian (for so long as the Custodian is a branch of Citibank).
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 may arise (a) out of, or in connection with, any offer, issuance, sale, resale, transfer, deposit or withdrawal
of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of, or as a result of, any offering documents in
respect thereof or (c) out of 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, any ancillary or supplemental agreement entered
into between the Company and the Depositary, 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. The Company shall not indemnify the Depositary, the Custodian (for so long as the Custodian is a branch
of Citibank) or its or their respective directors, officers, employees, agents and Affiliates against any taxes imposed on net income
of the Depositary or the Custodian or against any liability or expense arising out of information relating to the Depositary or such Custodian,
as the case may be, furnished in a signed writing to the Company, executed by the Depositary expressly for use in any registration statement,
prospectus, preliminary prospectus or any other offering document relating to the ADRs, the ADSs or any Deposited Securities represented
by the ADSs.
The obligations set forth in this Section shall
survive the termination of the Deposit Agreement and the succession or substitution of any party hereto.
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, persons depositing Shares or withdrawing Deposited
Securities in connection with the issuance and cancellation of ADSs, and persons receiving ADSs upon issuance or whose ADSs are being
cancelled shall be required to pay the Depositary’s fees and related charges (some of which may be cumulative) 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 ADS fee schedule to anyone upon request.
ADS fees and charges for (i) the issuance of ADSs
and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of
ADS issuances) and by the person for whom ADSs are being cancelled (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) holding the ADSs being cancelled, 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 and such ADS fees may be deducted from distributions made
to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted
from distributions made through DTC, and may be 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. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose
ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs
of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another
series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted
or by the person to whom the converted ADSs are delivered.
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 obligations 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
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, the ADRs outstanding
at any time, the provisions of the Deposit Agreement and 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)
calendar 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 (e.g., 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 existing 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 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) calendar days prior to the
date fixed in such notice for such termination. If (i) ninety (90) calendar days shall have expired after the Depositary shall have delivered
to the Company a written notice of its election to resign, or (ii) ninety (90) calendar days shall have expired after 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 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 (except as specifically
provided in the Deposit Agreement).
Notwithstanding anything contained in the Deposit
Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need
for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs
and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary,
upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the
applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by
the Depositary of payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred
by, the Depositary.
ARTICLE VII
MISCELLANEOUS
Section 7.1
Counterparts. The Deposit Agreement may be executed 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/Acknowledgments. 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) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the
Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the
Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders,
the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to
time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates,
(iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions
or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions
or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall
not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company,
the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and
their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and France,
and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations
of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights
and obligations of the parties to the Deposit Agreement.
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.
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 transmission, confirmed by letter personally delivered or sent by mail or air
courier, addressed to 7-11 boulevard Haussmann 75009 Paris, France, Attention: Didier Blondel, Chief Financial Officer and Corporate Secretary,
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 transmission,
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 (a) if 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. Any notices given to DTC under the terms of the Deposit Agreement shall (unless
otherwise specified by the Depositary) constitute notice to the DTC Participants who hold the ADSs in their DTC accounts and to the Beneficial
Owners of such ADSs.
Delivery of a notice sent by mail, air courier
or cable, telex or facsimile transmission 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 or facsimile transmission) 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 or facsimile transmission received by it from any Holder, the Custodian, the Depositary,
or the Company, notwithstanding that such cable, telex or facsimile transmission 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, the ADRs and the ADSs 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 to the contrary,
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 France (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
irrevocably designates, appoints and empowers C T Corporation System (the “Agent”) now at 1015 15th Street N.W., Suite
1000, Washington, D.C. 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. If for any reason the Agent 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.
Notwithstanding the foregoing, the Depositary and
the Company unconditionally agree that in the event of any 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.
Holders and Beneficial Owners understand and each
irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or
the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by
virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest
therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding
in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial
Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or
interests therein.
EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO, THE
DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).
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, and No Disclaimer under, U.S. Securities Laws.
(a)
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.
(b)
Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges
and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities
Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.
Section 7.9
French Law References. Any summary of French laws and regulations and of the terms of the Company’s By-laws 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 By-laws 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 7.10
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 the Company, the Depositary, the Custodian, their agents and controlling
persons, 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 the Company, the Depositary, the Custodian, their agents and controlling persons, the ADRs, the ADSs and the Deposited Property as
in effect at the relevant time of determination, unless otherwise required by law or regulation.
[Signatures of the following page]
IN WITNESS WHEREOF, ABIVAX SA 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.
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ABIVAX SA |
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By: _______________________________ |
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Name: |
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Title: |
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CITIBANK, N.A. |
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By: _______________________________ |
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Name: |
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Title: |
[Signature page to Deposit Agreement]
EXHIBIT A
[FORM OF ADR]
Number |
CUSIP NUMBER: _______ |
_____________ |
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American Depositary Shares (each American Depositary Share representing the right to receive one (1) fully paid ordinary share) |
AMERICAN DEPOSITARY RECEIPT
for
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
of
ABIVAX SA
(Incorporated under the laws of France)
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 Abivax SA, a limited company (société
anonyme) incorporated under the laws of France, and its successors (the “Company”). As of the date of issuance of this
ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian,
which at the date of issuance of this ADR is Citibank Europe plc (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject
to amendment as provided in Articles IV and VI of the 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 [●][●], 2023
(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 other Deposited Property (as defined in the Deposit Agreement) 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 manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights
and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms
of the Deposit Agreement.
The statements made on the face and reverse of
this ADR are summaries of certain provisions of the Deposit Agreement and the By-laws 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 By-laws,
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 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 By-laws and of any applicable laws and the
rules of the applicable book entry settlement system, and to any provisions 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 By-laws of the Company, of any applicable laws and of the rules of the applicable book entry settlement
system, 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 withheld)
to the person surrendering the ADSs.
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 terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in
effect at the time thereof.
(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 transfer 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 the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement
and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR 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 any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, and/or the
By-laws 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.
(6)
Ownership Restrictions. Notwithstanding any other provision contained in this ADR or of the Deposit Agreement to the
contrary, 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 By-laws 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 total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner
to exceed 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 By-laws of the Company.
Nothing herein or in the Deposit Agreement shall be interpreted as 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 held on
behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such
Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and
penalties) or charges that are or may be 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, to 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(a) 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, directors, 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 (i)
any ADS held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii)
any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented
thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and
Beneficial Owners under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and
withdrawal of Deposited Securities, and the termination of the Deposit Agreement.
(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 (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 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, 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 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(a) 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 are provided, in each case to the Depositary’s, the Registrar’s
and the Company’s satisfaction.
(11)
ADS Fees and Charges. The following ADS fees (some of which may be cumulative) are payable under the terms of the Deposit
Agreement:
| (i) | ADS Issuance Fee: by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares, upon a change
in the ADS(s)-to-Share(s) ratio, or for any other reason), 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) issued under the terms of the Deposit Agreement; |
| (ii) | ADS Cancellation Fee: by any person for whom ADSs are being cancelled (e.g., a cancellation of ADSs for Delivery of
deposited shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of U.S. $5.00 per 100 ADSs
(or fraction thereof) cancelled; |
| (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 (e.g., upon a 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 the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions, or (b) an 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 financial instruments, including, without limitation, securities, other than ADSs or rights to purchase additional
ADSs (e.g., spin-off shares and contingent value rights); |
| (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; |
| (vii) | Registration of ADS Transfer Fee: by any Holder of ADS(s) being transferred or by any person to whom ADSs are transferred,
a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) transferred; and |
| (viii) | ADS Conversion Fee: by any Holder of ADS(s) being converted or by any person to whom the converted ADSs are delivered, a fee
not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) converted from one ADS series to another ADS series (e.g., upon
conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferrable ADSs,
and vice versa). |
The Company, Holders, Beneficial Owners, persons
depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are
issued or cancelled shall be responsible for the following ADS charges (some of which may be cumulative) 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) | in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges of the Depositary and/or
conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses, spreads, taxes and
other charges shall be deducted from the Foreign Currency; |
| (v) | any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the Holders and Beneficial Owners
in complying with currency exchange control or other governmental requirements; and |
| (vi) | the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program. |
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 ADS fee schedule to anyone upon request.
ADS fees and charges for (i) the issuance of ADSs
and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of
ADS issuances) and by the person for whom ADSs are being cancelled (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) holding the ADSs being cancelled, 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 and such ADS fees may be deducted from distributions made
to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted
from distributions made through DTC and may be 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. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs
are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another
series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are
delivered.
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 obligations 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 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 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 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.
Dated:
CITIBANK, N.A.
Transfer Agent and Registrar |
CITIBANK, N.A.
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.
[FORM OF REVERSE OF ADR]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(15)
Dividends and Distributions in Cash, Shares, etc. (a) Cash Distributions: Upon the timely receipt by the
Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution, the Depositary
shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon confirmation of receipt of
(x) any cash dividend or other cash distribution on any Deposited Securities, or (y) 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 any amounts are received
in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to
the terms and conditions 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 described in the Fee Schedule attached as Exhibit B to the Deposit
Agreement and (b) applicable taxes withheld) 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. Notwithstanding anything contained in the Deposit Agreement
to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above,
the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit Agreement,
and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s
failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not been so timely given, other
than its failure to use commercially reasonable efforts, as provided herein.
(b) Share Distributions: Upon the
timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or
free distribution of Shares, 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 (a) applicable taxes
and (b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of 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. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails
to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable
efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners
acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section
4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts,
as provided herein.
(c) Elective Distributions in Cash or Shares:
Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares to be made available
to Holders of ADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall determine in accordance with
the Deposit Agreement whether such distribution is lawful and reasonably practicable. 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 satisfied, the Depositary
shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date upon the terms of Section 4.9 of the
Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional
ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash.
If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution
in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary
did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon
the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same
determination as is made in France in respect of the Shares for which no election is made, either (x) cash or (y) additional
ADSs representing such additional Shares, in each case, upon the terms described in the Deposit Agreement. Nothing herein or in the Deposit
Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the elective distribution in Shares
(rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity to receive elective distributions on
the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in
the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees
to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the
Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform
the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure
to use commercially reasonable efforts, as provided herein.
(d) Distribution of Rights to Purchase Additional
ADSs: Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional
Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful
and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to any 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 of the Deposit Agreement, and (iii) the Depositary shall have determined that
such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights
not be made available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth
above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement)
and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) 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) deliver ADSs upon the valid exercise of such rights. Nothing herein or in the
Deposit Agreement 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 and private sale) as it may
deem practicable. 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 hereof and of 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 liable for (i) any failure to accurately determine whether 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 herein or in Section 4.4
of the Deposit Agreement to the contrary, 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 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 the Depositary determines 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.
There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders
of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to file any registration
statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.
(e) Distributions other than Cash, Shares
or Rights to Purchase Shares: Upon receipt of a notice indicating that the Company wishes property other than cash, Shares or
rights to purchase additional Shares to be made to Holders of ADSs, the Depositary shall 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 the documentation contemplated in the Deposit
Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. Upon satisfaction of such
conditions, 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
applicable taxes 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.
If the conditions above are not satisfied, 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 hereof and in 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.
Neither the Depositary nor the Company shall be
responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in Section 4.5 of the
Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale
or disposal of such property.
(16)
Redemption. Upon timely receipt of notice from the Company that it intends to exercise its right of redemption in respect
of any of the Deposited Securities, and satisfactory documentation, and upon determining that such proposed redemption is practicable,
the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the Company’s intention to exercise
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) applicable 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 selected by lot or on a pro rata basis, as may be determined
by the Depositary. 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 taxes) multiplied
by the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to
the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary
agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company,
the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform
the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure
to use commercially reasonable efforts, as provided herein.
(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
distribution), 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 the 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. 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) calendar days (or such other number
of days as the Depositary and the Company may agree in writing from time to time) prior to the date of such vote or meeting), at the Company’s
expense and provided no U.S. legal prohibitions exist, distribute 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 By-laws 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, 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 (e.g.,
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 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 By-laws 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.
Deposited Securities represented by ADSs for
which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise
contemplated herein). 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. With respect to Deposited Securities represented by ADSs for which no timely voting instructions are received by the
Depositary from the Holder, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder,
to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited
Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be
voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii)
substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.
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. or French laws. The Company
agrees to take any and all actions reasonably necessary to enable Holders 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 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.
(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 evidencing such ADSs and applicable law, represent 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 (including, without limitation, (a) the applicable fees and charges of,
and expenses incurred by, the Depositary, and (b) taxes) 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.
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 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) 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.
(20)
Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do
or perform any act or thing which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not
limited by paragraph (25) hereof) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden
from, hindered or delayed in, doing or performing any act or thing required or contemplated 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, France 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 By-laws of the Company or any provision of or governing any Deposited
Securities, or by reason of any act of God or other event or circumstance beyond its control (including, without limitation, fire, flood,
earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work
stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure,
failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical
incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine
order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability
of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the By-laws 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, (v) for any action or inaction of any clearing or
settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages
(including lost profits) 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.
(21)
Standard of Care. The Company and the Depositary 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, 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 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 and without negligence and in accordance with the terms
of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately 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, for any financial transaction entered into by any person in respect of
the ADSs or any Deposited Property, for any tax consequences that may result from the ownership of, or any transaction involving, ADSs
or 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.
The Depositary shall not be liable for any acts
or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any
matter arising wholly prior to the appointment of the Depositary or 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 calendar 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 120th 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 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 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 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 any 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) calendar 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 (e.g., 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 existing
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, 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 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) calendar days prior to the
date fixed in such notice for such termination. If (i) ninety (90) calendar days shall have expired after the Depositary shall have delivered
to the Company a written notice of its election to resign, or (ii) ninety (90) calendar days shall have expired after 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 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 (except as specifically provided in the Deposit Agreement).
Notwithstanding anything contained in the
Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and
without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities
represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares
program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject
however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares
program under the Securities Act, and to receipt by the Depositary of payment of the applicable taxes and fees and charges of, and
reimbursement of the applicable expenses incurred by, the Depositary.
(25) Compliance with, and No Disclaimer under,
U.S. Securities Laws. (a) 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.
(b) Each
of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that
no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the
Exchange Act, in each case to the extent established under applicable U.S. laws.
(26)
No Third Party Beneficiaries/Acknowledgements. 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) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders,
the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of
the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the
Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time
to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates,
(iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions
or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions
or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall
not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company,
the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their
respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and France and
the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations
of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights
and obligations of the parties to the Deposit Agreement.
(27)
Governing Law / Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs 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 to
the contrary, 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 France (or, if applicable, such other laws as may govern the Deposited Securities).
Holders and Beneficial Owners understand and each
irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or
the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by
virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest
therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding
in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial
Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or
interests therein.
EACH OF THE PARTIES TO
THE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF,
OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW
OR OTHERWISE).
(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: ________________________________ |
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By: |
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Title: |
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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. |
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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. |
__________________________ |
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SIGNATURE GUARANTEED |
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All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. |
Legends
[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR:
“This ADR evidences ADSs representing 'partial entitlement' Shares of the Company and as such do not entitle the holders thereof
to the same per-share entitlement as other Shares (which are 'full entitlement' Shares) issued and outstanding at such time. The ADSs
represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by
such ADSs become 'full entitlement' Shares.”]
EXHIBIT B
FEE SCHEDULE
ADS 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. Except as otherwise specified herein, any reference to ADSs herein includes
Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.
I. ADS Fees
The following ADS fees (some of which may be cumulative) are payable
under the terms of the Deposit Agreement:
Service |
Rate |
By Whom Paid |
(1) Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, ADS conversions, or for any other reason), 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 for whom ADSs are issued. |
(2) Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, ADS conversions, upon termination of the Deposit Agreement, or for any other reason). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled. |
Person for whom ADSs are being cancelled. |
(3) Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. |
Person to whom the distribution is made. |
(4) Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs. |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. |
Person to whom the distribution is made. |
(5) Distribution of financial instruments, including, without limitation, securities, other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares and contingent value rights). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. |
Person to whom the 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. |
(7) Registration of ADS Transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) transferred. |
Person for whom or to whom ADSs are transferred. |
(8) Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferable ADSs, and vice versa) or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the Deposit Agreement). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) converted. |
Person for whom ADSs are converted or to whom the converted ADSs are delivered. |
The Company, Holders, Beneficial Owners, persons depositing Shares
or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled
shall be responsible for the following ADS charges (some of which may be cumulative) 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 Property or of the Holders and Beneficial Owners of ADSs; |
| (iv) | in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges of the Depositary and/or
conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses, spreads, taxes, and
other charges shall be deducted from the Foreign Currency; |
| (v) | any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the Holders and Beneficial Owners
in complying with currency exchange control or other governmental requirements; |
| (vi) | the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the ADR program;
and |
| (vii) | the amounts payable to the Depositary by any party to the Deposit Agreement pursuant to any ancillary agreement to the Deposit Agreement
in respect of the ADR program, the ADSs and the ADRs. |
The above fees and charges may at any time and
from time to time be changed by agreement between the Company and the Depositary and may be assessed cumulatively based on cumulative
functions of services rendered.
Exhibit (d)
October 3, 2023
Citibank, N.A. – ADR Department
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We refer to the Registration Statement on Form
F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”)
by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the United States Securities
Act of 1933, as amended (the “Securities Act”), 100,000,000 American Depositary Shares (the “ADSs”)
to be issued under the Deposit Agreement, by and among Citibank, N.A., as Depositary, Abivax SA, a limited company (société
anonyme) incorporated under the laws of France, and its successors (the “Company”), and all Holders and Beneficial
Owners (each as defined in the Deposit Agreement and hereinafter used as so defined) from time to time of ADSs issued thereunder, a conformed
copy of which is being filed as Exhibit (a) to the Registration Statement (the “Deposit Agreement”). Each ADS will
represent, subject to the terms and conditions of the Deposit Agreement and, if applicable, the American Depositary Receipt (“ADR”)
evidencing such ADS, the right to receive one (1) ordinary share of the Company (the “Shares”).
Nothing contained herein or in any document referred
to herein is intended by this firm to be used, and the addressees hereof cannot use anything contained herein or in any document referred
to herein, as tax advice.
Assuming that, at the time of their issuance, the
Registration Statement will be effective, the Deposit Agreement will have been duly executed and delivered, and the Shares will have been
legally issued, we are of the opinion that the ADSs, when issued in accordance with the terms of the Deposit Agreement and the Registration
Statement, will be legally issued and will entitle the Holders to the rights specified in the Deposit Agreement and, if applicable, the
ADR(s) evidencing the ADS(s).
This opinion is limited to the laws of the State
of New York and the Federal laws of the United States. Without admitting that we are within the category of persons whose consent is required
under Section 7 of the Securities Act, we hereby consent to the use of this opinion as Exhibit (d) to the Registration Statement.
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Very truly yours, |
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PATTERSON BELKNAP WEBB & TYLER LLP |
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By: |
/s/ Jean-Claude Lanza |
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A Member of the Firm |
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